Common use of Initial Purchase Commitment Clause in Contracts

Initial Purchase Commitment. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Investors, and the Investors shall, severally and not jointly, purchase from the Company for an aggregate subscription amount of $31,845,007.00 (the “Initial Subscription Amount”), an aggregate of 3,352,106 Shares (the “Initial Closing Shares”) and each Investor agrees to purchase such Investor’s Initial Subscription Amount and Initial Closing Shares set forth next to such Investor’s name on Schedule A hereto (the “Initial Purchase Commitment”). (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Initial Purchase Commitment (the “Initial Closing”) shall occur remotely via exchange of executed documents and funds on such date as is provided by written notice by ▇▇▇▇▇ to the Company (which may be via e-mail) at least five (5) Business Days prior to such Closing Date (but in no event shall the Initial Closing occur on a date that is earlier than October 15, 2024 or later than October 25, 2024) (the “Initial Closing Date”), at which time the Company shall deliver to the Investors their respective Initial Closing Shares against payment by or on behalf of the Investors of their respective purchase price therefor (as set forth in this Section 2.1) by wire transfer in immediately available funds to the account designated by the Company in writing. For the avoidance of doubt, the Initial Closing is not contingent or reversible in the event the Second Closing (as defined below) does not occur.

Initial Purchase Commitment. (a) Subject to the terms and conditions of this Agreement, the Company agrees to shall issue and sell to the Investors, and the Investors shall, severally and not jointly, shall purchase from the Company for an aggregate subscription amount of $31,845,007.00 (the “Initial Subscription Amount”)) of $42,810,000, (i) an aggregate of 3,352,106 6,586,154 Shares (the “Initial Closing Shares”) and each Investor agrees to purchase such (ii) Warrants exercisable for an aggregate of 1,141,600 shares of Class A Common Stock (the “Initial Closing Warrants” and together with the Initial Closing Shares, the “Initial Closing Securities”) (the “Initial Purchase Commitment”). Each Investor’s Initial Subscription Amount and Initial Closing Shares Securities is set forth next to such Investor’s name on Schedule A hereto (the “Initial Purchase Commitment”)hereto. (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Initial Purchase Commitment (the “Initial Closing”) shall occur remotely via exchange of executed documents and funds on such date as is provided by written notice by ▇▇▇▇▇ the Investors to the Company (which may be via e-mail) at least five (5) Business Days prior to such Closing Date (but in no event shall the Initial Closing occur on a date that is earlier than October 15, 2024 or later than October 25, 2024) (the “Initial Closing Date”), at which time the Company shall deliver to the Investors their respective Initial Closing Shares Securities against payment by or on behalf of the Investors of their respective purchase price therefor (as set forth in this Section 2.1) by wire transfer in immediately available funds to the account designated by the Company in writing. For the avoidance of doubt, the Initial Closing is not contingent or reversible in the event the Second Closing (as defined below) does not occur.