Common use of PIPE Financing Clause in Contracts

PIPE Financing. (a) The Acies Parties have delivered to the Company true, correct and complete copies of each of the PIPE Subscription Agreements entered into by the Acies Parties with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing. To the knowledge of the Acies Parties, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Acies Parties. (b) Each Subscription Agreement is a legal, valid and binding obligation of the Acies Parties and, to the knowledge of the Acies Parties, each PIPE Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by the Acies Parties or, to the knowledge of the Acies Parties, each PIPE Investor, violates any Laws. There are no other agreements, side letters, or arrangements between the Acies Parties and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acies the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date hereof, none of the Acies Parties knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Financing Amount not being available to the Acies Parties, on the Closing Date. (c) No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Acies Parties under any material term or condition of any Subscription Agreement.

PIPE Financing. (a) The Acies Parties have delivered On or prior to the Company truedate of this Agreement, correct and complete copies of each of the PIPE VIH has entered into Subscription Agreements entered into by with certain accredited investors (the Acies Parties with the applicable “PIPE Investors named thereinInvestors”), pursuant to which which, and on the PIPE Investors terms and subject to the conditions of which, such accredited investors have committed agreed, in connection with the transactions contemplated hereby, to provide the PIPE Financing. To the knowledge of the Acies Parties, with respect subscribe for Holdco Class A ADSs for an aggregate purchase price up to each PIPE Investor$300 million (such amount, the “PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Acies Parties. (b) Investment Amount”). Each Subscription Agreement is a legal, valid and binding obligation of the Acies Parties and, to the knowledge of the Acies Parties, each PIPE InvestorVIH, and none of neither the execution, execution or delivery or by VIH nor the performance of VIH’s obligations under any such Subscription Agreement by the Acies Parties or, to the knowledge of the Acies Parties, each PIPE Investor, violates any Laws. There are no other agreements, side letters, or arrangements between the Acies Parties VIH and any PIPE Investor accredited investor relating to any Subscription Agreement that could would reasonably be likely to affect the obligation of such PIPE Investors accredited investor to contribute to Acies Holdco the applicable portion of the PIPE Financing Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investorsaccredited investor, and, as of the date hereof, none of the Acies Parties knows VIH does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Financing Investment Amount not being available to the Acies PartiesHoldco, on the Closing Date. (c) No . As of the date hereof, to the Knowledge of VIH, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Acies Parties VIH under any material term or condition of any Subscription Agreement.

PIPE Financing. (a) The Acies Parties have delivered On or prior to the Company truedate of this Agreement, correct and complete copies of each of the PIPE Holdco has entered into Subscription Agreements entered into by the Acies Parties with the applicable PIPE Investors named thereincertain accredited investors, pursuant to which which, and on the terms and subject to the conditions of which, such accredited investors have agreed, in connection with the transactions contemplated hereby, to subscribe for Holdco Class A ADSs for up to the PIPE Investors have committed to provide the PIPE FinancingInvestment Amount. To the knowledge of the Acies Parties, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Acies Parties. (b) Each Subscription Agreement is a legal, valid and binding obligation of the Acies Parties and, to the knowledge of the Acies Parties, each PIPE InvestorHoldco, and none of neither the execution, execution or delivery or by Holdco nor the performance of Holdco’s obligations under any such Subscription Agreement by the Acies Parties or, to the knowledge of the Acies Parties, each PIPE Investor, violates any Laws. There are no other agreements, side letters, or arrangements between the Acies Parties Holdco and any PIPE Investor accredited investor relating to any Subscription Agreement that could would reasonably be likely to affect the obligation of such PIPE Investors accredited investor to contribute to Acies Holdco the applicable portion of the PIPE Financing Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investorsaccredited investor, and, as of the date hereof, none of the Acies Parties knows Holdco does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Financing Investment Amount not being available to the Acies PartiesHoldco, on the Closing Date. (c) . No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Acies Parties Holdco under any material term or condition of any Subscription Agreement. No fees, consideration or other discounts are payable or have been agreed by Holdco or any of its Subsidiaries (including, from and after the Closing, the Target Company and its Subsidiaries) to any accredited investor in respect of its PIPE Investment Amount, except as set forth in the Subscription Agreements.

PIPE Financing. (a) The Acies Parties have In connection with the PIPE Financing, Acquiror has delivered to the Company a true, correct and complete copies copy of each of Subscription Agreement executed on or prior to the PIPE Subscription Agreements entered into by the Acies Parties with the applicable PIPE Investors named thereindate hereof, pursuant to which the PIPE Investors certain Persons, evidenced in such Subscription Agreements, who have committed to provide purchasing Acquiror Common Stock in connection with the PIPE Financing. To the knowledge of the Acies PartiesTransactions (each, with respect to each a “PIPE Investor, ”) in an aggregate amount equal to one hundred fifty million dollars ($150,000,000) (the “PIPE Investment Amount”). Each Subscription Agreement with such PIPE Investor is in full force and effect and is legal, valid and binding upon Acquiror and the applicable PIPE Investor, enforceable in accordance with its terms. As of the date hereof, no Subscription Agreement has not been withdrawn or withdrawn, terminated, or otherwise amended or modifiedmodified since the date of delivery hereunder and, in any respectto the Knowledge of Acquiror, and no such withdrawal, termination, amendment or modification is contemplated contemplated, and the commitments contained in each Subscription Agreement have not been withdrawn, terminated or rescinded by the Acies Parties. (b) Each Subscription Agreement is a legal, valid and binding obligation of the Acies Parties and, to the knowledge of the Acies Parties, each applicable PIPE Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by the Acies Parties or, to the knowledge of the Acies Parties, each PIPE Investor, violates Investor in any Lawsrespect. There are no other agreementsside letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, side lettersas applicable, or arrangements between of the Acies Parties and any PIPE Investor relating to any purchases contemplated by each Subscription Agreement or the Transactions or that could affect the obligation of such the PIPE Investors to contribute to Acies Acquiror the applicable portion of the PIPE Financing Investment Amount set forth in the PIPE Subscription Agreements, in each case, other than as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions and delivered to the Company. Acquiror has, and to the Knowledge of such Acquiror, each PIPE InvestorsInvestor has, andcomplied with all of its obligations under each Subscription Agreement. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in each Subscription Agreement, other than as expressly set forth in each Subscription Agreement as of the date hereof, none of the Acies Parties knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Financing Amount not being available to the Acies Parties, on the Closing Date. (c) . No event has occurred thatwhich, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or, to the Acies Parties Knowledge of Acquiror as of the date hereof, any PIPE Investor, (ii) assuming the conditions set forth in ‎Section 8.1 and Section 8.2 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or, to the Knowledge of Acquiror as of the date hereof, the applicable PIPE Investor or (iii) assuming the conditions set forth in ‎Section 8.1 and Section 8.2 will be satisfied, to the Knowledge of Acquiror as of the date hereof, result in any portion of PIPE Investment Amount to be paid by each PIPE Investor in accordance with each Subscription Agreement being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in ‎Section 8.1 and Section 8.2 will be satisfied, Acquiror has no reason to believe that any of the conditions to the consummation of the purchases under any material term or condition each Subscription Agreement will not be satisfied, and, as of the date hereof, Acquiror is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. No fees, consideration or other discounts are payable or have been agreed by Acquiror or any of its Affiliates (including, from and after the Closing, the Acquiror, the Surviving Corporation and their respective Subsidiaries) to any PIPE Investor in respect of its portion of the PIPE Investment Amount, except as set forth in the Subscription AgreementAgreements.