FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT
Exhibit 10.16
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment.
(a) Schedule A of the Agreement is hereby amended and restated as set forth on Exhibit A.
2. General Provisions.
(a) Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
(b) Headings. The section headings contained in this Amendment are inserted for convenience only and will not affect in any way the meaning or interpretation of this Amendment.
(c) Governing Law; Jurisdiction, WAIVER of JURY TRIAL. The provisions of Sections 7(i) (Governing Law), 7(j) (Jurisdiction) and 7(k) (Waiver of Jury Trial) of the Agreement shall apply to this Amendment, mutatis mutandis, and are incorporated herein by reference with binding effect among the parties in respect of this Amendment as if fully set forth herein.
(d) Effect of Amendment. Except as amended as set forth in this Amendment, the Agreement shall continue in full force and effect. Nothing in this Amendment shall be construed to modify any provision of the Agreement other than those specifically amended as set forth in this Amendment. On or after the date hereof, any reference to the Agreement shall constitute a reference to the Agreement as amended by this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the date first set forth above.
| COMPANY: | |||
| CROWN PROPTECH ACQUISITIONS | |||
| By: | /s/ Xxxxxxx Xxxxx | ||
| Name: Xxxxxxx Xxxxx | |||
| Title: Chief Executive Officer | |||
| SPONSOR: | |||
| CROWN PROPTECH SPONSOR, LLC | |||
| By: | /s/ Xxxxxxx Xxxxx | ||
| Name: Xxxxxxx Xxxxx | |||
| Title: Member | |||
[Signature Page to First Amendment to Subscription Agreement]
|
PURCHASER:
| |
|
BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V
By: BlackRock Advisors, LLC, as Investment Adviser
| |
| /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | |
| Title: Authorized Signatory |
|
Purchaser’s Address for Notices:
| |
|
c/o BlackRock Financial Management, Inc.
with copies to:
c/o BlackRock, Inc. Office of the General Counsel 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxx and Xxxx Xxxxxxxxxx Email: xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx
And
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxxxxx X. Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxx.xxx
|
[Signature Page to First Amendment to Subscription Agreement]
Exhibit A
Schedule A
| Number of Subscribed Securities |
Initial Purchase Price | |||||
| Founder Shares | 229,536 | $ | 831.65 | |||
| Private Placement Warrants | 301,620 | $ | 452,430.00 |
*In the event that the Over-allotment Option is exercised, the Purchaser agrees to purchase up to an additional $47,910.00 of Private Placement Warrants at a price of $1.50 per warrant (or up to 31,940 Private Placement Warrants), in the same proportion as the amount of the over-allotment option that is exercised. In the event that there is an Over-allotment Adjustment, the Purchaser agrees to surrender up to 15% of the Purchaser’s Founder Shares for no consideration.
