Common use of PIPE Financing Clause in Contracts

PIPE Financing. Following the date of this Agreement, FCB, BP, TopCo, Bridgeburg and Mountain shall use commercially reasonable efforts to enter into subscription agreements on mutually agreeable terms (the “Subscription Agreements”) with third party investors (the “PIPE Investors”) for an aggregate amount of up to €100 million pursuant to which, among other things, the PIPE Investors agree to subscribe for and purchase, and TopCo agrees to issue and sell to the PIPE Investors, an aggregate number of TopCo Ordinary Shares set forth in the Subscription Agreements in exchange for an aggregate purchase price set forth therein on the Closing Date immediately after the Merger Effective Time, on the terms and subject to the conditions set forth therein (such equity financing, the “PIPE Financing”). For the avoidance of doubt, no Party shall enter into a Subscription Agreement without the prior written consent of the other Parties. The Parties shall, and shall cause their respective Subsidiaries and its and their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Financing. Upon FCB, BP, TopCo, Bridgeburg and Mountain entering into such Subscription Agreements, each of the foregoing shall use commercially reasonable efforts to comply with the terms of its obligations and satisfy, in all material respects, all conditions and covenants applicable to each of them, and none of FCB, BP, TopCo, Bridgeburg or Mountain shall permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify or terminate any provision or remedy under, or any replacements of, any of the Subscription Agreements without the written consent of the other applicable Parties (which consent shall not be unreasonably withheld, delayed or conditioned).

PIPE Financing. Following (a) The parties agree that from the date hereof through November 15, 2022 (the “PIPE Completion Date”), Pubco, with the assistance of this AgreementSPAC and its Affiliates, FCB, BP, TopCo, Bridgeburg and Mountain shall use commercially reasonable best efforts to enter into deliver to the Company and SPAC true, correct and complete copies of each fully executed subscription agreements on mutually agreeable terms with investors relating to a purchase of Pubco Class A Ordinary Shares through a private placement (the “Subscription Agreements”) with third party investors (collectively, the “PIPE InvestorsAgreements”) for an ), in each case on terms consented by SPAC (which consent shall not be unreasonably withheld, conditioned or delayed), pursuant to which the aggregate amount of up to €100 million pursuant to which, among other things, the PIPE Investors agree to subscribe for and purchase, and TopCo agrees to issue and sell to the PIPE Investors, an aggregate number of TopCo Ordinary Shares set forth in the Subscription Agreements in exchange for an aggregate purchase price set forth therein on investment is no less than $100,000,000 at the Closing Date immediately after the Merger Effective Time, on the terms and subject to the conditions set forth therein (such equity financing, the “PIPE Financing”). For the avoidance of doubt. (b) Unless otherwise consented in writing by SPAC (which consent will not be unreasonably withheld, no Party conditioned or delayed), Pubco shall enter into a Subscription Agreement without the prior written consent of the other Parties. The Parties shall, and shall cause their respective Subsidiaries and its and their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Financing. Upon FCB, BP, TopCo, Bridgeburg and Mountain entering into such Subscription Agreements, each of the foregoing shall use commercially reasonable efforts to comply with the terms of its obligations and satisfy, in all material respects, all conditions and covenants applicable to each of them, and none of FCB, BP, TopCo, Bridgeburg or Mountain shall not permit any amendment or modification to be made to, to (or any waiver (in whole or in part) of), or otherwise provide consent to modify or terminate under (including consent to termination) any provision or remedy under, or any replacements of, any of the Subscription PIPE Agreements without in any material respect. Pubco and the written consent of Company shall use their commercially reasonable best efforts to take, or with respect to actions required to be taken by the other applicable Parties (which consent shall not counterparties to the PIPE Agreements, request to be unreasonably withheldtaken by such counterparties, delayed all actions and use its commercially reasonable best efforts to do, or conditioned)with respect to actions required to be taken by such counterparties request to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Agreements.

PIPE Financing. Following (a) The parties agree that from the date hereof through March 15, 2023 (the “PIPE Completion Date”), Pubco, with the assistance of this AgreementSPAC and its Affiliates, FCB, BP, TopCo, Bridgeburg and Mountain shall use commercially reasonable best efforts to enter into deliver to the Company and SPAC true, correct and complete copies of each fully executed subscription agreements on mutually agreeable terms with investors relating to a purchase of Pubco Class A Ordinary Shares through a private placement (the “Subscription Agreements”) with third party investors (collectively, the “PIPE InvestorsAgreements”) for an ), in each case on terms consented by SPAC (which consent shall not be unreasonably withheld, conditioned or delayed), pursuant to which the aggregate amount of up to €100 million pursuant to which, among other things, the PIPE Investors agree to subscribe for and purchase, and TopCo agrees to issue and sell to the PIPE Investors, an aggregate number of TopCo Ordinary Shares set forth in the Subscription Agreements in exchange for an aggregate purchase price set forth therein on investment is no less than $100,000,000 at the Closing Date immediately after the Merger Effective Time, on the terms and subject to the conditions set forth therein (such equity financing, the “PIPE Financing”). For the avoidance of doubt. (b) Unless otherwise consented in writing by SPAC (which consent will not be unreasonably withheld, no Party conditioned or delayed), Pubco shall enter into a Subscription Agreement without the prior written consent of the other Parties. The Parties shall, and shall cause their respective Subsidiaries and its and their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Financing. Upon FCB, BP, TopCo, Bridgeburg and Mountain entering into such Subscription Agreements, each of the foregoing shall use commercially reasonable efforts to comply with the terms of its obligations and satisfy, in all material respects, all conditions and covenants applicable to each of them, and none of FCB, BP, TopCo, Bridgeburg or Mountain shall not permit any amendment or modification to be made to, to (or any waiver (in whole or in part) of), or otherwise provide consent to modify or terminate under (including consent to termination) any provision or remedy under, or any replacements of, any of the Subscription PIPE Agreements without in any material respect. Pubco and the written consent of Company shall use their commercially reasonable best efforts to take, or with respect to actions required to be taken by the other applicable Parties (which consent shall not counterparties to the PIPE Agreements, request to be unreasonably withheldtaken by such counterparties, delayed all actions and use its commercially reasonable best efforts to do, or conditioned)with respect to actions required to be taken by such counterparties request to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Agreements.