Common use of Additional PIPE Financing Clause in Contracts

Additional PIPE Financing. If the Company undertakes a PIPE Transaction in connection with its initial Business Combination in an aggregate dollar amount in excess of $75,000,000 (such excess amount, an “Additional PIPE Financing”), the Company shall communicate with Counterparty regarding such opportunity and, to the extent requested in writing by Counterparty, shall use its commercially reasonable efforts to obtain, for Counterparty (and any affiliates as may be designated by Counterparty), a priority right to participate in such Additional PIPE Financing in an amount equal to the lesser of (a) an amount equal to 200% of the Counterparty FPA Offering Amount, reduced in the same proportion, if any, by which the aggregate dollar amount of such Additional PIPE Financing is less than $150,000,000, or (b) the amount specified in writing by Counterparty. The terms of any such Additional PIPE Financing, including the securities to be issued pursuant thereto, and any participation by Counterparty or any of its affiliates therein, shall be governed solely by the subscription or other agreements executed by Counterparty (and any of its affiliates) and the Company in connection with such Additional PIPE Financing and not by the terms of this Agreement.