immediately following the IPO, DPO or SPAC Transaction, as applicable, with the remainder of Investors shares to be converted into non-voting shares or warrants convertible or exercisable at Investors option into Public Shares only if such conversion or exercise would not result in Investor beneficially owning more than 9.99% of the then-outstanding Public Shares.
6. Representations and Warranties. Each party represents and warrants to the other party that (a) this Agreement has been duly authorized and executed by such party and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms, and (b) the execution of this Agreement is not inconsistent with any of such partys organizational documents, or any law applicable to such party, and does not conflict with or contravene any provision of, or constitute a default under, any contract or other instrument to which such party is a party or by which it is bound.
7. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
8. Amendments; Termination. This Agreement may not be modified, amended, or terminated, in whole or in part, except by an agreement in writing signed by the parties hereto. The Company acknowledges and agrees that this Agreement shall not be amended, waived, canceled, terminated or superseded by any amendment to, or any restatement of, the Purchase Agreement or the IRA, or by any other agreement entered into on or after the date hereof (whether or not it includes an integration clause), except with the prior written consent of Investor which expressly states that this Agreement is so amended, terminated or superseded. Whether or not Investor exercises any of its participation rights under Section 1, 2, 3, or 4 of this Agreement, this Agreement shall automatically terminate and be of no further force or effect upon the first to occur of (i) consummation of an IPO (and, if applicable, the Private Placement), (ii) consummation of a Qualified DPO (and, if applicable, the Private Placement), (iii) consummation of a SPAC Transaction, (iv) consummation of a Deemed Liquidation Event (as defined in the Certificate of Incorporation), or (v) such time as Investor and its Affiliates no longer hold any of securities of the Company; provided that, in the case of the foregoing clauses (i) through (iv), such termination shall not be effective until the Company has fulfilled all of its obligations under this Agreement with respect to such IPO (and, if applicable, the Private Placement), Qualified DPO, SPAC Transaction, or Deemed Liquidation Event, as applicable.
9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law), or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
10. Assignment; Successors and Assigns. This Agreement and all rights and obligations of Investor hereunder are personal to Investor and, except for transfers or assignments to Affiliates and as otherwise expressly provided for herein, may not be transferred or assigned by Investor at any time without the Companys prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.
11. Governing Law. The governing law and dispute resolution provisions set forth in Section 6.3 and 6.12 of the Purchase Agreement are incorporated by reference herein, mutatis mutandis.
(The remainder of this page left intentionally blank.)