Common use of Permitted Equity Financing Clause in Contracts

Permitted Equity Financing. During the Pre-Closing Period and subject to compliance with all applicable listing and corporate governance rules and regulations of the New York Stock Exchange and the Company Charter, the Company (in its sole discretion) may enter into one (1) or more arms-length subscription or similar agreements with Strategic Investors; provided that, unless otherwise agreed by the SPAC and the Company in writing, each Permitted Equity Financing Subscription Agreement (i) if it provides for an investment in the Company, shall provide for the sale of shares of the Company’s Series I Convertible Preferred Stock for $25.00 per share in cash prior to the Closing and shall otherwise be in the same form as the Series I Preferred Stock Purchase Agreement other than de minimis changes, or (ii) if it provides for an investment in the SPAC, shall provide for the sale of SPAC New Common Shares for $10.00 per share in cash at Closing, in a form mutually agreed to by the SPAC and the Company (each such financing, collectively, “Permitted Equity Financing”, and each such subscription or similar agreement with a Strategic Investor, a “Permitted Equity Financing Subscription Agreement”). The proceeds raised from the Strategic Investors via the Permitted Equity Financing shall not in any case exceed $25,000,000 in the aggregate. For the avoidance of doubt, no Permitted Equity Financing Subscription Agreement shall require the Sponsor to transfer SPAC Shares unless otherwise agreed by the Sponsor. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Company shall have no obligation to pursue or consummate any Permitted Equity Financing and the obligations of the Parties to consummate the Closing shall not be conditioned upon the consummation of any Permitted Equity Financing.

Permitted Equity Financing. (a) During the Pre-Closing Period and subject to compliance with all applicable listing and corporate governance rules and regulations of the New York Stock Exchange and the Company CharterPeriod, the Company XXXX may execute subscription agreements that would constitute a Permitted Equity Financing (in its sole discretion) may enter into one (1) or more arms-length such subscription or similar agreements with Strategic Investorsagreements, “Permitted Equity Subscription Agreements”); provided that, unless otherwise agreed by without the SPAC and prior written consent of the Company in writingCompany, (i) each Permitted Equity Financing Subscription Agreement shall not be in any form other than in substantially the form of the Subscription Agreement, (iii) if it provides no such Permitted Equity Subscription Agreement shall provide for an investment a purchase price of XXXX Class A Shares of less than $10 per share (including of any discounts, rebates, equity kicker or promote), (iii) all the Permitted Equity Subscription Agreements shall not in the Company, aggregate provide for the issuance of XXXX Class A Shares in exchange for cash proceeds from all Permitted Equity Financings (the “Permitted Equity Financing Proceeds”) in excess of $200,000,000 and (iv) no such Permitted Equity Subscription Agreement shall provide for the sale issuance of shares of the Company’s Series I Convertible Preferred Stock for $25.00 per share in cash prior to the Closing and shall otherwise be in the same form as the Series I Preferred Stock Purchase Agreement any security other than de minimis changes, or (ii) if it provides for an investment in the SPAC, shall provide for the sale of SPAC New Common Shares for $10.00 per share in cash at Closing, in a form mutually agreed to by the SPAC and the Company (each such financing, collectively, “Permitted Equity Financing”, and each such subscription or similar agreement with a Strategic Investor, a “Permitted Equity Financing Subscription Agreement”). The proceeds raised from the Strategic Investors via the Permitted Equity Financing shall not in any case exceed $25,000,000 in the aggregate. For the avoidance of doubt, no Permitted Equity Financing Subscription Agreement shall require the Sponsor to transfer SPAC Shares unless otherwise agreed by the SponsorXXXX Class A Shares. Notwithstanding the foregoing or anything else to the contrary contained in this Agreementforegoing, the Company XXXX shall have no obligation to pursue or consummate any Permitted Equity Financing and the obligations of the Parties to consummate the Closing shall not be conditioned upon the consummation provide drafts of any Permitted Equity FinancingSubscription Agreement to the Company prior to its entry thereinto, with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. XXXX shall deliver to the Company true, accurate and complete copies of each of the Permitted Equity Subscription Agreements entered into promptly after such entry.

Permitted Equity Financing. (i) During the Pre-Closing Period and subject to compliance with all applicable listing and corporate governance rules and regulations of the New York Stock Exchange and the Company CharterPeriod, the Company (in its sole discretion) Buyer may enter into one (1) or more arms-length subscription or similar agreements with Strategic Investorsexecute Permitted Equity Subscription Agreements that would constitute a Permitted Equity Financing; provided that, unless otherwise agreed by the SPAC and the Company in writing, (i) each Permitted Equity Financing Subscription Agreement shall be in substantially the form of the Subscription Agreement, (iii) if it provides for an investment in the Company, no such Permitted Equity Subscription Agreement shall provide for the sale a purchase price of shares of the Company’s Series I Convertible Preferred Buyer Class A Common Stock for $25.00 at a price per share in cash prior to of less than ten dollars ($10.00) per share (including of any discounts, rebates, equity kicker or promote), (iii) all the Closing and Permitted Equity Subscription Agreements shall otherwise be not in the same form as the Series I Preferred Stock Purchase Agreement other than de minimis changes, or (ii) if it provides for an investment in the SPAC, shall aggregate provide for the sale issuance of SPAC New Buyer Class A Common Shares Stock in exchange for $10.00 per share in cash at Closing, in a form mutually agreed to by the SPAC and the Company (each such financing, collectively, “proceeds from all Permitted Equity Financing”, and each such subscription or similar agreement with a Strategic Investor, a Financings (the “Permitted Equity Financing Subscription AgreementProceeds”) in excess of one hundred million dollars ($100,000,000). The proceeds raised from the Strategic Investors via the Permitted Equity Financing shall not in any case exceed $25,000,000 in the aggregate. For the avoidance of doubt, (iv) no such Permitted Equity Financing Subscription Agreement shall require provide for the Sponsor to transfer SPAC Shares unless otherwise agreed by issuance of any security other than Buyer Class A Common Stock, and (v) Buyer shall not enter into any other Contract (other than the Sponsor. Notwithstanding the foregoing or anything else Permitted Equity Subscription Agreement), with respect to the contrary contained in this Agreement, the Company shall have no obligation to pursue or consummate any Permitted Equity Financing and the obligations of the Parties to consummate the Closing shall not be conditioned upon the consummation of any Permitted Equity Financing, including, with respect to the registration under the Securities Act or other rights with respect to the Permitted Equity Financing. Buyer will provide the Company with at least three (3) Business Days’ written notice prior to the execution of each Permitted Equity Subscription Agreement, and shall consider, in good faith, any comments of the Company as to the identity of the counterparty of each Permitted Equity Subscription Agreement.