Liberty 77 Capital L.P. → Satellogic Inc. SATLW

Item 4 is hereby restated as follows: On July 5, 2021, the Issuer, CF Acquisition Corp. V ("CF V") (which became a wholly-owned subsidiary of the Issuer on January 25, 2022), Nettar Group Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands ("Target"), Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Issuer ("Target Merger Sub"), and certain other parties thereto, entered into an Agreement and Plan of Merger (as amended and restated, supplemented or otherwise modified from time to time, the "Merger Agreement" and, the transactions contemplated by the Merger Agreement, the "Business Combination") pursuant to which, among other things, the Target Merger Sub would merge with and into Target, the separate existence of Target Merger Sub would cease and Target would be the surviving corporation and a direct wholly owned subsidiary of the Issuer. On January 25, 2022 (the "Business Combination Closing"), the Issuer consummated the transactions contemplated by the Merger Agreement, following which all stockholders of CF V and shareholders of Target, other than the Issuer's chief executive officer, Emiliano Kargieman ("Mr. Kargieman"), received Class A Shares. Liberty Subscription Agreement On January 18, 2022, the Issuer and CF V entered into a Subscription Agreement (the "Liberty Subscription Agreement") with the Liberty Purchaser, pursuant to which the Liberty Purchaser agreed to purchase, and the Issuer agreed to issue and sell to the Liberty Purchaser, following satisfaction or waiver of the conditions in the Liberty Subscription Agreement, certain securities of the Issuer, including (i) 20,000,000 Class A Shares (the "Liberty Shares") at $7.50 per Class A Share, (ii) 5,000,000 warrants, each warrant providing the holder thereof the right to purchase one (1) Class A Share at an exercise price of $10.00 per share (the "$10.00 Liberty Warrants"), and (iii) 15,000,000 warrants, each warrant providing the holder thereof the right to purchase one (1) Class A Share at an exercise price of $15.00 per share (the "$15.00 Liberty Warrants" and together with the $10.00 Liberty Warrants, the "Liberty Share Warrants"), in a private placement for an aggregate purchase price of $150.0 million (the "Liberty Investment"). The Liberty Share Warrants are exercisable as and from the Liberty Closing Date (as defined below), will expire on the fifth anniversary of the Liberty Closing Date (February 10, 2027), and are subject to the terms and conditions set out in the Warrant Agreement attached as Exhibit 4 hereto. The Liberty Investment, which was subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to such investment, closed on February 10, 2022 (the "Liberty Closing Date"). In connection with the Liberty Investment: - the Issuer has agreed to provide the Liberty Purchaser with the same registration rights with respect to the Liberty Securities (as defined below) as the Issuer provided to the PIPE Investors (as defined in the Liberty Subscription Agreement) in the PIPE Subscription Agreements (as defined in the Liberty Subscription Agreement), including "demand" registration rights that require the Issuer to register under the Securities Act of 1933, as amended (the "Securities Act") the Class A Shares and Liberty Share Warrants held or acquired by the Liberty Purchaser. The "Liberty Securities" means the Liberty Shares, the Liberty Share Warrants, and the Class A Shares issuable upon exercise of the Liberty Share Warrants and the Liberty Advisory Fee Warrants; - the Issuer has agreed to indemnify the Liberty Purchaser (to the extent it is a seller under a registration statement), its officers, employees, affiliates, directors, partners, members, managers, investment advisors, attorneys and agents, together with any person deemed to be an underwriter (within the meaning of the Securities Act) with respect to any of the Liberty Purchaser's registrable securities, and each person, if any, who controls the Liberty Purchaser or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells securities, unless such liability arose from the holder's misstatement or omission; and the Liberty Purchaser has agreed to indemnify the Issuer (and certain other persons) against all losses caused by the Liberty Purchaser's misstatements or omissions based on information regarding the Liberty Purchaser furnished by it to the Issuer; and - the Liberty Purchaser agreed to subject the Liberty Securities (or any shares issuable i