Common use of PIPE Investment Clause in Contracts

PIPE Investment. (a) PubCo 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 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respect to each Investor, the Subscription Agreement with such Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or termination, amendment or modification in any material respect is contemplated by PubCo. Each Subscription Agreement is a legal, valid and binding obligation of PubCo 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 any Acquisition Entity and any Investor relating to any Subscription Agreement that could affect in any material respect the obligation of such Investor to contribute to PubCo the applicable portion of the Investment Amount set forth in the Subscription Agreement of such Investor and, as of the date of this Agreement, no Acquisition Entity knows 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 an Acquisition Entity under any material term or condition of any Subscription Agreement and, as of the date of this Agreement, no Acquisition Entity has 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 contribute to PubCo the applicable portion of the Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) PubCo Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription AgreementsAgreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo Acquiror solely for purposes of consummating the Transactions in for an aggregate gross purchase price of $102,510,000 (the aggregate amount “PIPE Investment Amount”). As of the Investment Amount. With date hereof, to the knowledge of Acquiror, 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 or modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each As of the date hereof, each Subscription Agreement is a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by Acquiror or, to the knowledge of Acquiror, any other party thereto nor the performance by Acquiror or, to the knowledge of Acquiror, any party’s other party thereto of its obligations under any such Subscription Agreement violates or will violate any Laws. There As of the date hereof, there are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any that modifies the economic terms of such Subscription Agreement or that could reasonably be expected to affect in any material respect the obligation of such PIPE Investor to contribute to PubCo Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such Investor PIPE Investor, and, as of the date hereof, to the knowledge of this AgreementAcquiror, there are no Acquisition Entity knows 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 PubCoAcquiror, 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 an Acquisition Entity Acquiror under any material term or condition of any Subscription Agreement and, as of the date of this Agreementhereof, Acquiror has no Acquisition Entity has a 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 contribute to PubCo Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein, subject to the Enforceability Exceptions.

PIPE Investment. (a) PubCo has To the extent Acquiror enters into Subscription Agreements for purposes of the PIPE Investment, as of the Closing Date, Acquiror shall have 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 shall have committed to provide equity financing to PubCo solely for purposes of consummating Acquiror. To the Transactions in the aggregate amount extent applicable, as of the Investment Amount. With Closing Date and to the knowledge of Acquiror at such time, 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, amendment or modification in any material respect is contemplated by PubCoany PIPE Investor or Acquiror. Each To the extent applicable, each Subscription Agreement is is, as of the Closing Date, a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror on such date, each InvestorPIPE Investor thereto, and as of the Closing Date, 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 To the extent applicable, there are, as of the Closing Date, no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any Subscription Agreement that could reasonably be expected to affect in any material respect the obligation of such Investor PIPE Investors to contribute to PubCo Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such Investor PIPE Investors, and, as of the date Closing Date, to the knowledge of this AgreementAcquiror, there are no Acquisition Entity knows 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 PubCoAcquiror. To the extent applicable, on as of the Acquisition Closing Date consistent with the terms and conditions hereof including Section 9.4. No Date, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity Acquiror under any material term or condition of any Subscription Agreement and, as of the date of this AgreementClosing Date hereof, Acquiror has no Acquisition Entity has a 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 Any such Subscription Agreements will contain all of the conditions precedent (other than the conditions contained in the other Transaction DocumentsAgreements) to the obligations of the PIPE Investors to contribute to PubCo Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein, and no fees, consideration or other discounts are payable or will have been agreed by Acquiror or any of its Subsidiaries (including, from and after the Closing, the Company) to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment. (a) PubCo has At or prior to the Closing (a) Acquiror will have delivered to the Company true, correct and complete copies of each of the Subscription AgreementsAgreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo Acquiror solely for purposes of consummating the Transactions in the aggregate amount of $125,000,000 (the “PIPE Investment Amount”). With To the knowledge of Acquiror, 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 or modified, in any material respect, and no withdrawal or withdrawal, termination, amendment or modification in any material respect is contemplated by PubCoAcquiror. Each Subscription Agreement is a legal, valid and binding obligation of PubCo and Acquiror and, to the knowledge of Acquiror, 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. There are no other agreements, side letters, or arrangements between any Acquisition Entity Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect in any material respect the obligation of such Investor PIPE Investors to contribute to PubCo Acquiror 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, no Acquisition Entity knows Acquiror 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 PubCoAcquiror, 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 an Acquisition Entity Acquiror under any material term or condition of any Subscription Agreement and, as of the date of this Agreementhereof, Acquiror has no Acquisition Entity has a 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 contribute to PubCo Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) PubCo has delivered Nocturne will deliver 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 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, amendment or modification in any material respect is contemplated by PubCo. Each Subscription Agreement is will be a legal, valid and binding obligation of PubCo Nocturne, enforceable against Nocturne in accordance with its terms subject to the Remedies Exceptions and, to the Knowledge of Nocturne, will be a legal, valid and binding obligation of each PIPE Investor, and neither enforceable against each PIPE Investor in accordance with its terms subject to the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates any LawsRemedies Exceptions. There are no other agreements, side letters, or arrangements between any Acquisition Entity Nocturne and any PIPE Investor relating to any Subscription Agreement or the PIPE Investment that could affect in any material respect the obligation of such Investor PIPE Investors to contribute purchase the shares of Nocturne Common Stock in the PIPE Investment equal to PubCo the applicable portion of the Investment Amount commitment amount set forth in the Subscription Agreement of such Investor and, as PIPE Investor. As of the date of this Agreementhereof, no Acquisition Entity knows 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 reasonably be expected to result in or constitute a default or breach on the part of an Acquisition Entity Nocturne under any material term or condition of any Subscription Agreement or to impede Nocturne from entering into any Subscription Agreement and, as of the date of this Agreementhereof, Nocturne has no Acquisition Entity has a 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 will contain all of the conditions precedent (other than the conditions contained in the other Transaction DocumentsAncillary Agreements) to the obligations of the PIPE Investors to contribute to PubCo purchase the applicable portion shares of Nocturne Common Stock in the PIPE Investment Amount in the commitment amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) PubCo Acquiror has delivered made available to the Company true, correct and complete copies of each of the executed Subscription Agreements, dated as of the date hereof, pursuant to which which, and on the terms and subject to the conditions therein, the PIPE Investors have committed to provide equity financing the PIPE Investment in an amount equal to PubCo solely for purposes of consummating the Transactions PIPE Commitment Amount to Acquiror in connection with the aggregate amount transactions contemplated by this Agreement, and as of the Investment Amount. With respect to date hereof, each Investor, the such 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, amendment or modification in any material respect is contemplated by PubCo. Each Subscription Agreement is a legal, valid and binding obligation of PubCo Acquiror, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The shares to be issued in connection with the PIPE Investment will be, when issued, duly authorized and, when issued and delivered to the PIPE Investors against full payment therefor in accordance with the terms of each InvestorSubscription Agreement, such shares will be validly issued, fully paid 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 Lawsnon-assessable. There are no other agreements, side letters, or arrangements Contracts between any Acquisition Entity Acquiror and any PIPE Investor relating to any such Subscription Agreement that could affect in any material respect the obligation of such Investor to contribute to PubCo the applicable portion of the Investment Amount set forth in the Subscription Agreement of such Investor and, as of the date of this Agreementhereof, no Acquisition Entity knows Acquiror does not have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any such Subscription Agreement not being satisfied, or the Investment Amount not being made available to PubCo, satisfied 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 an Acquisition Entity Acquiror under any material term or condition of any such Subscription Agreement and, as of the date of this Agreementhereof, no Acquisition Entity has a Acquiror does not have 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 such Subscription AgreementAgreement on the Closing Date. The Subscription Agreements contain all of No fees, cash consideration or other discounts are payable or have been agreed to be paid by Acquiror (including, from and after the conditions precedent (other than Closing, the conditions contained in the other Transaction DocumentsCompany and its Subsidiaries) to the obligations any PIPE Investor in respect of the Investors to contribute to PubCo the applicable portion of the Investment Amount its PIPE Investment, except as set forth in the Subscription Agreements on the terms thereinAgreements.