Common use of PIPE Investment Clause in Contracts

PIPE Investment. (a) SPAC has delivered to the Company true, correct and complete copies of each of the Subscription Agreements, pursuant to which the Investors have committed to provide equity financing to PubCo solely for purposes of consummating the Transactions in the aggregate amount of $4,040,000,000 ($750,000,000 of which has been committed by Sponsor Affiliate) (the “Investment Amount”). With respect to each Investor, the Subscription Agreement with such Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or termination, or amendment or modification in any material respect is contemplated by SPAC. Each Subscription Agreement is a legal, valid and binding obligation of SPAC and each Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates any Laws. There are no other agreements, side letters, or arrangements between SPAC and any Investor relating to any Subscription Agreement that could affect in any material respect the obligation of such Investor to fund the applicable portion of the Investment Amount set forth in the Subscription Agreement of such Investor and, as of the date of this Agreement, SPAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the Investment Amount not being made available to PubCo on the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC under any material term or condition of any Subscription Agreement and, as of the date of this Agreement, the SPAC does not have a reason to believe that SPAC will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Documents) to the obligations of the Investors to fund the applicable portion of the Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) SPAC FTAC has delivered to the Company true, correct and complete copies of each of the Subscription AgreementsAgreements entered into by FTAC with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo solely for purposes of consummating the Transactions in the aggregate amount of $4,040,000,000 ($750,000,000 of which has been committed by Sponsor Affiliate) 2,000,000,000 (the “PIPE Investment Amount”). With To the knowledge of FTAC, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended amended, modified or modifiedwaived, in any material respect, and no withdrawal or withdrawal, termination, or amendment or modification in any material respect is contemplated by SPACFTAC. Each Subscription Agreement is a legal, valid and binding obligation of SPAC and FTAC and, to the knowledge of FTAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates any Laws. The Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between SPAC FTAC and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect in any material respect the obligation of such Investor PIPE Investors to fund contribute to the Company the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such Investor PIPE Investor, and, as of the date of this Agreementhereof, SPAC FTAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being made available to PubCo FTAC, on the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC FTAC under any material term or condition of any Subscription Agreement and, as of the date of this Agreementhereof, the SPAC does not have a FTAC has no reason to believe that SPAC it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction DocumentsAgreements) to the obligations of the PIPE Investors to fund contribute to Company the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) SPAC HTP has delivered to the Company true, correct and complete copies of each of the PIPE Subscription AgreementsAgreements entered into by HTP with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo solely for purposes the PIPE Financing. To the knowledge of consummating the Transactions in the aggregate amount of $4,040,000,000 ($750,000,000 of which has been committed by Sponsor Affiliate) (the “Investment Amount”). With HTP, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or withdrawal, termination, or amendment or modification in any material respect is contemplated by SPACHTP. Each PIPE Subscription Agreement is a legal, valid and binding obligation of SPAC and HTP and, to the knowledge of HTP, each PIPE Investor, and neither none of the execution execution, delivery or delivery by any party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement by HTP or, to the knowledge of HTP, each PIPE Investor, violates any Laws. There are no other agreements, side letters, or arrangements between SPAC HTP and any PIPE Investor relating to any PIPE Subscription Agreement that could affect in any material respect the obligation of such Investor PIPE Investors to fund contribute to HTP the applicable portion of the Investment PIPE Financing Amount set forth in the PIPE Subscription Agreement of such Investor PIPE Investors, and, as of the date of this Agreementhereof, SPAC HTP does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the Investment PIPE Financing Amount not being made available to PubCo HTP, on the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC HTP under any material term or condition of any PIPE Subscription Agreement and, as of the date of this Agreementhereof, the SPAC does not have a HTP has no reason to believe that SPAC it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Documentsagreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to fund contribute to HTP the applicable portion of the Investment PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein.

PIPE Investment. (a) SPAC Prior to the execution of this Agreement, Acquiror has delivered entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company trueon or prior to the date of this Agreement, correct pursuant to which, and complete copies on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase from Acquiror shares of Acquiror Class A Stock for a PIPE Investment Amount of at least $118,000,000. Prior to the execution of this Agreement, Acquiror has identified to the Company each of the Subscription Agreements, pursuant PIPE Investors (or has caused the identification of each such PIPE Investor to which the Investors have committed to provide equity financing to PubCo solely for purposes of consummating the Transactions in the aggregate amount of $4,040,000,000 ($750,000,000 of which has been committed by Sponsor Affiliate) (the “Investment Amount”Company). With respect Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to each Investorthe knowledge of Acquiror, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement with such Investor violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and other than with the Company’s prior written consent. As of the date of this Agreement, no withdrawal or withdrawal, termination, or amendment or modification in any material respect is contemplated by SPAC. Each Subscription Agreement is a legalAcquiror or, valid and binding obligation of SPAC and each Investorto Acquiror’s knowledge, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates any LawsPIPE Investor. There are no other agreements, side letters, or arrangements between SPAC Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect in any material respect which Acquiror has entered into without the obligation of such Investor to fund the applicable portion prior written consent of the Investment Amount set forth in the Subscription Agreement of such Investor Company, which shall not be unreasonably withheld, conditioned, or delayed, and, as of the date of this Agreement, SPAC Acquiror does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being made available in full to PubCo Acquiror on the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4Date. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of SPAC Acquiror under any material term or condition of any Subscription Agreement and, as of the date of this Agreement, the SPAC does not have a Acquiror has no reason to believe that SPAC it will be unable to satisfy in all material respects perform or satisfy, or cause to be performed or satisfied, on a timely basis any term or condition of closing obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The Subscription Agreements contain all No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of the conditions precedent (other than the conditions contained in the other Transaction Documents) to the obligations of the Investors to fund the applicable portion of the Investment Amount its PIPE Investment, except as set forth in the Subscription Agreements on and with the terms thereinCompany’s prior written consent.

PIPE Investment. (a) SPAC Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription AgreementsAgreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed to provide equity financing to PubCo solely for purposes of consummating the Transactions Acquiror in the aggregate amount of $4,040,000,000 ($750,000,000 of which has been committed by Sponsor Affiliate) 250,000,000 (the “PIPE Investment Amount”). With To the Knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such Investor is Agreements are in full force and effect and has have not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or withdrawal, termination, or amendment or modification in any material respect is contemplated by SPACAcquiror. Each Subscription Agreement is a legal, valid and binding obligation of SPAC and Acquiror and, to the Knowledge of Acquiror, each Investor, PIPE Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Subscription Agreement violates any Laws. There are no other agreements, side lettersletters or other Contracts, or arrangements between SPAC and to which Acquiror, Sponsor (or any Affiliate of Sponsor) or any PIPE Investor is party or by which any of them is bound relating to any Subscription Agreement that could affect in any material respect or the obligation of such Investor to fund the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such Investor and, as of the date of this Agreementhereof, SPAC does not know Acquiror has no knowledge of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being made available to PubCo Acquiror, on the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC Acquiror under any material term or condition of any Subscription Agreement and, as of the date of this Agreementhereof, the SPAC does not have a Acquiror has no reason to believe that SPAC it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Documents) to the obligations of the PIPE Investors to fund contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinthereof. Other than fees payable to the PIPE placement agents pursuant to that certain engagement letter, dated as of February 2, 2021, by and among J.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, UBS Securities LLC and Acquiror (as in effect as of the date hereof or as hereafter modified with the prior written consent of the Company), no fees, consideration or other discounts are payable or have been agreed by or on behalf of Acquiror or to any PIPE Investor in respect of its PIPE Investment.

PIPE Investment. (a) SPAC VOSO has delivered to the Company true, correct and complete copies of each of the Subscription AgreementsAgreements entered into by VOSO with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo solely for purposes of consummating the Transactions in the aggregate amount of $4,040,000,000 ($750,000,000 of which has been committed by Sponsor Affiliate) 100,000,000 (the “PIPE Investment Amount”). With To the knowledge of VOSO, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended amended, modified or modifiedwaived, in any material respect, and no withdrawal or withdrawal, termination, or amendment or modification in any material respect is contemplated by SPACVOSO. Each Subscription Agreement is a legal, valid and binding obligation of SPAC and VOSO and, to the knowledge of VOSO, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates any applicable Laws. The Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between SPAC VOSO and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect in any material respect the obligation of such Investor PIPE Investors to fund contribute to the Company the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such Investor PIPE Investor, and, as of the date of this Agreementhereof, SPAC VOSO does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being made available to PubCo VOSO, on the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC VOSO under any material term or condition of any Subscription Agreement and, as of the date of this Agreementhereof, the SPAC does not have a VOSO has no reason to believe that SPAC it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction DocumentsAgreements) to the obligations of the PIPE Investors to fund contribute to Company the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) SPAC Quantum has delivered to the Company true, correct and complete copies of each of the Subscription AgreementsAgreements entered into as of the date hereof by Quantum with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo Quantum solely for purposes of consummating the Transactions in the aggregate amount of $4,040,000,000 125,000,000 ($750,000,000 of which has been together with any aggregate amount committed by Sponsor Affiliate) (any PIPE Investors following the date hereof, the “PIPE Investment Amount”). With To the knowledge of Quantum, as of the date hereof, with respect to each InvestorPIPE Investor as of the date hereof, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and and, as of the date hereof, no withdrawal or withdrawal, termination, or amendment or modification in any material respect is contemplated by SPACQuantum. Each Subscription Agreement that has been entered into as of the date hereof is a legal, valid and binding obligation of SPAC and Quantum and, to the knowledge of Quantum, each InvestorPIPE Investor party thereto, and neither the execution or delivery by any party thereto Quantum nor the performance of any partyQuantum’s obligations under any such Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Company is a third-party beneficiary thereof and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between SPAC Quantum and any PIPE Investor relating to any Subscription Agreement that could affect in any material respect the obligation of such Investor PIPE Investors to fund contribute to Quantum the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such Investor PIPE Investors, and, as of the date of this Agreementhereof, SPAC Quantum does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount pursuant thereto not being made available to PubCo Quantum, on the Acquisition Closing Date consistent with Date. As of the terms and conditions hereof including Section 9.4. No date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC Quantum under any material term or condition of any Subscription Agreement and, as of the date of this Agreementhereof, the SPAC does not have a Quantum has no reason to believe that SPAC it will be unable to satisfy in all material respects on a timely basis any term or condition of to closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Documentsthis Agreement) to the obligations of the PIPE Investors to fund contribute to Quantum the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.