Common use of PIPE Subscriptions Clause in Contracts

PIPE Subscriptions. Unless otherwise approved in writing by Grosvenor Capital, Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements. Subject to the immediately preceding sentence, Acquiror shall use its reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements in all material respects on the terms described therein, including using its reasonable efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms. In the event that any PIPE Investor terminates, attempts to terminate or provides written notice to Acquiror of its intent to terminate such PIPE Investor’s obligations under its PIPE Subscription Agreement, then, notwithstanding the restrictions on replacements in the foregoing, Acquiror shall be entitled to arrange for the purchase by third Persons of shares of Class A Common Stock in connection with the GCM PubCo Equity Investments on the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective PIPE Subscription Agreements; provided that such third Persons shall be reasonably acceptable to Grosvenor Holdings as confirmed in writing by Grosvenor Holdings prior to Acquiror’s entry into a PIPE Subscription Agreement with such third Persons.

PIPE Subscriptions. Unless otherwise approved in writing by Grosvenor Capitalthe Company, Acquiror Sandbridge shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to termination), ) any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements; provided, that any modification or waiver that is solely ministerial in nature or otherwise immaterial shall not require the prior written consent of the Company. Subject to the immediately preceding sentence, Acquiror Sandbridge shall use its reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements in all material respects on the terms described therein, including using its reasonable efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror Sandbridge the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms. In the event that any PIPE Investor terminates, attempts to terminate or provides written notice to Acquiror Sandbridge of its intent to terminate such PIPE Investor’s obligations under its PIPE Subscription Agreement, then, notwithstanding the restrictions on replacements in the foregoing, Acquiror Sandbridge shall be entitled to arrange for the purchase by third Persons of the subject shares of Sandbridge Class A Common Stock in connection with the GCM PubCo Equity Investments transactions contemplated by this Agreement on the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective PIPE Subscription Agreements; provided that such third Persons shall be reasonably acceptable to Grosvenor Holdings the Company as confirmed in writing by Grosvenor Holdings the Company prior to AcquirorSandbridge’s entry into a PIPE Subscription Agreement with such third Persons.

PIPE Subscriptions. Unless otherwise approved in writing by Grosvenor CapitalTopco, Acquiror Horizon shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements. Subject to the immediately preceding sentence, Acquiror Horizon shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements in all material respects on the terms described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror Horizon the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms. In the event that any PIPE Investor terminates, attempts to terminate or provides written notice to Acquiror Horizon of its intent to terminate such PIPE Investor’s obligations under its PIPE Subscription Agreement, then, notwithstanding the restrictions on replacements in notwithstanding, but subject to, the foregoing, Acquiror Horizon shall be entitled to arrange for the purchase by third Persons of shares of Class A Common Stock in connection with the GCM PubCo Equity Investments PIPE Subscriptions on the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective PIPE Subscription Agreements; provided that such third Persons shall be reasonably acceptable to Grosvenor Holdings Topco as confirmed in writing by Grosvenor Holdings Topco prior to AcquirorHorizon’s entry into a PIPE Subscription Agreement with such third Persons.

PIPE Subscriptions. Unless otherwise approved in writing by Grosvenor Capitalthe Company (which approval shall not be unreasonably withheld, conditioned or delayed), Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminationterminate), any provision or remedy under, or any replacements of, any of the PIPE Signing Subscription Agreements, in each case, other than as a result of any assignment or transfer contemplated therein or permitted thereby. Subject to the immediately preceding sentencesentence and in the event that all conditions in the Signing Subscription Agreements have been satisfied, Acquiror shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Signing Subscription Agreements in all material respects on the terms described therein, including using its reasonable best efforts to enforce its rights under the Signing Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable PIPE Signing Subscription Agreement in accordance with its terms. In Following the event that any PIPE Investor terminates, attempts date of this Agreement and prior to terminate or provides written notice to Acquiror of its intent to terminate such PIPE Investor’s obligations under its PIPE Subscription Agreement, then, notwithstanding the restrictions on replacements in the foregoingClosing, Acquiror shall be entitled to arrange for the purchase by third Persons of shares of Class A Common Stock in connection may enter into additional Subscription Agreements with PIPE Investors with the GCM PubCo Equity Investments on written consent of the same terms and conditions as the other PIPE Investors have agreed pursuant to their respective PIPE Subscription Agreements; provided that such third Persons Company (which consent shall not be reasonably acceptable to Grosvenor Holdings as confirmed in writing by Grosvenor Holdings prior to Acquiror’s entry into a PIPE Subscription Agreement with such third Personsunreasonably withheld, conditioned or delayed).