Common use of Additional Holders; Joinder Clause in Contracts

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of each of (a) the Sponsor Holders (taken as a whole), (b) the Founder (taken as a whole) and (c) a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole) (in each case, so long as each of the Sponsor Holders (taken as a whole), the Founder (taken as a whole) and a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole), as applicable, holds in the aggregate, at least five percent (5%) of the outstanding Ordinary Shares), the Company may make any person or entity who acquires Ordinary Shares or rights to acquire Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Ordinary Shares.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of each of (ai) (x) the Sponsor Holders Sponsor, or (taken as a whole), (by) the Founder (taken as a whole) and (c) a majority-in-interest following any dissolution of the Existing SuperBac Shareholders other than Sponsor and assignment of rights to the Founder (taken as a whole) (in each caseSponsor Members pursuant to Section 5.2, the Sponsor Managers, so long as each of the Sponsor Holders (taken as a whole)Members together with the Investor Stockholders and their respective affiliates hold, the Founder (taken as a whole) and a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole), as applicable, holds in the aggregate, at least five one percent (51%) of the outstanding Ordinary Shares), (ii) KKCG for so long as it and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding Ordinary Shares; and (iii) Apollo for so long as it and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding Ordinary Shares, the Company may make any person or entity who acquires Ordinary Shares or rights to acquire Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Ordinary Shares.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of (i) each of (ax) the Sponsor Holders Sponsor, or (taken as a whole), (by) the Founder (taken as a whole) and (c) a majority-in-interest following any dissolution of the Existing SuperBac Shareholders other than Sponsor and assignment of rights to the Founder Sponsor Members pursuant to Section 5.2, the Sponsor Managers (taken as a whole) (in each case, so long as each of the Sponsor Holders (taken as a whole)Members, the Founder (taken as a whole) and a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole)together with their affiliates hold, as applicable, holds in the aggregate, at least five one percent (51%) of the outstanding Ordinary Sharesshares of Common Stock), (ii) each Investor Stockholder, (iii) each Director Holder (in the case of an Investor Stockholder or a Director Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock), (iv) each Target Founder and (v) each Target Holder (in the case of a Target Founder or a Target Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding shares of Common Stock), the Company may make any person or entity who acquires Ordinary Shares Common Stock or rights to acquire Ordinary Shares Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Ordinary Shares Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary SharesCommon Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Ordinary SharesCommon Stock.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of each of (a) the Sponsor Holders (taken as a whole), (b) the Founder (taken as a whole) and (c) a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole) (in each case, so long as each the Sponsor together with its Permitted Transferees and their respective affiliates hold, in the aggregate, Registrable Securities representing at least two percent (2.0%) of the Sponsor Holders then-outstanding Company Class A Ordinary Shares (taken as a whole), the Founder (taken as a wholeincluding any Company Class A Ordinary Shares issuable upon exchange of any Company Class B Ordinary Shares and any Company Class A Ordinary Shares issuable upon exercise of any Assumed SPAC Warrants or Assumed Company Warrants) and a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole)Cheche Holders holding, as applicable, holds in the aggregate, at least five percent (5%) a majority of the Registrable Securities then outstanding Ordinary Shares)that are held by all the Cheche Holders, the Company may make any person or entity who acquires Company Ordinary Shares or rights to acquire Company Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Company Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Ordinary Shares.