Common use of PIPE Securities Clause in Contracts

PIPE Securities. The Holders hereby acknowledge that the Purchaser has granted, or may prior to the Closing grant, registration rights to PIPE Investors with respect to the PIPE Securities in the subscription agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between the Purchaser and PIPE Investors in connection therewith (collectively, the “PIPE Documents”). The Holders hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Insider Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.1, 2.2.4 and 2.3.2 hereof), and the Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Insider Securities or withdraw any Registration Statement for any Registrable Securities or Insider Securities if such Registration has restricted or impaired the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.

PIPE Securities. The Holders Investors hereby acknowledge that the Purchaser Company has granted, or may prior to the Closing grant, granted registration rights to investors (the “PIPE Investors Investors”) with respect to the PIPE Securities in pursuant to the subscription agreements PIPE Registration Rights Agreement (together with the Subscription Agreements entered into for by the PIPE Investment or a registration rights agreement to be entered into between Investors simultaneously with the Purchaser and PIPE Investors in connection therewith Registration Rights Agreement (collectively, the “PIPE Documents”). The Holders Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Purchaser Company to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Insider Seller Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.1, 2.2.4 2.1.4 and 2.3.2 2.2.2 hereof), and the Purchaser Company shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Insider Seller Securities or withdraw any Registration Statement for any Registrable Securities or Insider Seller Securities if such Registration registration has restricted or impaired the ability of the Purchaser Company to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.”

PIPE Securities. The Holders Investors hereby acknowledge that the Purchaser has granted, or Pubco and the SPAC may prior to the Closing grant, grant registration rights to PIPE Investors with respect to the PIPE Securities in the subscription agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between the Purchaser Pubco or the SPAC, on one hand, and PIPE Investors Investors, on the other hand, in connection therewith (collectively, the “PIPE Documents”). The Holders Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Purchaser SPAC or the Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Insider Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.1, 2.2.4 2.1.4 and 2.3.2 2.2.2 hereof), and the Purchaser Pubco or the SPAC, as the case may be, shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Insider Securities or withdraw any Registration Statement for any Registrable Securities or Insider Securities if such Registration has restricted or impaired the ability of the Purchaser Pubco or the SPAC, as the case may be, to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.

PIPE Securities. The Holders Investors hereby acknowledge that the Purchaser has granted, or may prior to the Closing grant, registration rights to PIPE Investors with respect to the PIPE Securities in the subscription agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between the Purchaser and PIPE Investors in connection therewith (collectively, the “PIPE Documents”). The Holders hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Purchaser or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Insider Founder Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.1, 2.2.4 2.1.4 and 2.3.2 2.2.2 hereof), and the Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Insider Securities or withdraw any Registration Statement for any Registrable Securities or Insider Securities if such Registration has restricted or impaired the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.