Common use of Forfeitures, Transfers, etc Clause in Contracts

Forfeitures, Transfers, etc. Hxxxxx agrees that the Non-Redemption Support Shares to be received hereby shall be subject to the transfer restrictions set forth in Section 7 of that certain letter agreement, dated as of March 1, 2021 (as it exists on the date of the Agreement, the “Letter Agreement”), entered into by the Sponsor in connection with Axxx’s initial public offering. In connection with the transfer of the Non-Redemption Support Shares to Holder, Holder shall execute a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 of the Letter Agreement solely with respect to the Non-Redemption Support Shares. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder acknowledges that, pursuant to the Third Amended and Restated Operating Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Shares were issued or any restrictions or other provisions relating to the Sponsor Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Shares other than the Non-Redemption Support Shares and the terms and conditions applicable to the Non-Redemption Support Shares shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.

Forfeitures, Transfers, etc. Hxxxxx agrees that the Non-Redemption Support Shares to be received hereby shall be subject to the transfer restrictions Except as otherwise set forth in Section 7 of that certain letter agreement, dated as of March 1, 2021 (as it exists on the date of the Agreement, the “Letter Agreement”), entered into by the Sponsor in connection with Axxx’s initial public offering. In connection with the transfer of the Non-Redemption Support Shares to Holder, Holder shall execute a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 5 of the Letter Agreement solely with respect to effective as of the Non-Redemption Support Shares. Holder date of this Agreement, Investor shall not be required subject to forfeit forfeiture, surrender, claw-back, transfers, disposals, exchanges or transfer earn-outs for any reason on the Non-Redemption Support SharesAssigned Securities. Holder Investor acknowledges that, pursuant to the Third Amended and Restated Operating Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Founder Shares were issued or any restrictions or other provisions relating to the Sponsor Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Founder Shares other than the Non-Redemption Support Shares Assigned Securities and the terms and conditions applicable to the Non-Redemption Support Shares Assigned Securities shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.

Forfeitures, Transfers, etc. Hxxxxx Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the Assigned Securities. Investor acknowledges and agrees that the Non-Redemption Support Shares Sponsor intends to be received hereby shall be subject elect to the transfer restrictions set forth in Section 7 of that certain letter agreement, dated as of March 1, 2021 (as it exists on the date convert all of the AgreementFounder Shares, including the “Letter Agreement”)Assigned Securities, entered into by the Sponsor in connection with Axxx’s initial public offering. In connection with the transfer an equal number of Class A ordinary shares of the NonSPAC in the event that the Extension Amendments are approved and adopted, which shares will no longer have anti-Redemption Support Shares to Holder, Holder shall execute dilution rights as a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 result of the Letter Agreement solely with respect to the Non-Redemption Support Sharessuch conversion. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder Investor acknowledges that, pursuant to the Third Amended and Restated Operating Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers managing member of the Sponsor have has the authority to cause the Sponsor to subject the Sponsor Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Founder Shares were issued or any restrictions or other provisions relating to the Sponsor Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Founder Shares, and that the managers are managing member is authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Founder Shares other than the Non-Redemption Support Shares Assigned Securities and the terms and conditions applicable to the Non-Redemption Support Shares Assigned Securities and the Economic Interest shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements; provided that Investor acknowledges that the Assigned Securities shall be subject to restrictions on transfer imposed by the securities laws.

Forfeitures, Transfers, etc. Hxxxxx agrees that the Non-Redemption Support Shares to be received hereby Investor shall not be subject to the transfer restrictions set forth in Section 7 of that certain letter agreementforfeiture, dated as of March 1surrender, 2021 (as it exists claw-back, transfers, disposals, exchanges or earn-outs for any reason on the date Assigned Securities. Sponsor acknowledges and agrees that it will elect to convert all of the AgreementFounder Shares, including the “Letter Agreement”)Assigned Securities, entered into by the Sponsor in connection with Axxx’s initial public offering. In connection with the transfer an equal number of Class A ordinary shares of the NonSPAC in the event that the Extension Amendments are approved and adopted and Investor acknowledges and agrees that such shares would no longer have anti-Redemption Support Shares to Holder, Holder shall execute dilution rights as a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 result of the Letter Agreement solely with respect to the Non-Redemption Support Sharessuch conversion. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder Investor acknowledges that, pursuant to the Third Amended and Restated Operating Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Founder Shares were issued or any restrictions or other provisions relating to the Sponsor Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Founder Shares other than the Non-Redemption Support Shares Assigned Securities and the terms and conditions applicable to the Non-Redemption Support Shares Assigned Securities and the Economic Interest shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements; provided that Investor acknowledges that the Assigned Securities shall be subject to restrictions on transfer imposed by the securities laws.

Forfeitures, Transfers, etc. Hxxxxx agrees that Except as otherwise set forth in the Non-Redemption Support Shares to be received hereby Sponsor’s LLC Agreement or the Letter Agreement effective as of the date of this Agreement, Investor shall not be subject to the transfer restrictions set forth in Section 7 of that certain letter agreementforfeiture, dated as of March 1surrender, 2021 (as it exists claw-back, transfers, disposals, exchanges or earn-outs for any reason on the date of the Agreement, the “Letter Agreement”), entered into by the Sponsor in connection with Axxx’s initial public offeringAssigned Securities. In connection with the transfer of the Non-Redemption Support Shares to Holder, Holder shall execute a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 of the Letter Agreement solely with respect to the Non-Redemption Support Shares. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder Investor acknowledges that, pursuant to the Third Amended and Restated Operating Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Founder Shares were issued or any restrictions or other provisions relating to the Sponsor Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Founder Shares other than the Non-Redemption Support Shares Assigned Securities and the terms and conditions applicable to the Non-Redemption Support Shares Assigned Securities shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.

Forfeitures, Transfers, etc. Hxxxxx agrees that the Non-Redemption Support Shares to be received hereby Investor shall not be subject to the transfer restrictions set forth in Section 7 of that certain letter agreementforfeiture, dated as of March 1surrender, 2021 (as it exists claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the date Assigned Securities. Sponsor acknowledges and agrees that it will elect to convert all of the AgreementFounder Shares, including the “Letter Agreement”)Assigned Securities, entered into by an equal number of Class A ordinary shares of SPAC in the Sponsor in connection with Axxx’s initial public offeringevent that the Extension Amendments are approved and adopted and Investor acknowledges and agrees that such shares would no longer have anti-dilution rights as a result of such conversion. In connection with the transfer of the Non-Redemption Support Shares to Holder, Holder shall execute a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 of the Letter Agreement solely with respect to the Non-Redemption Support Shares. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder Investor acknowledges that, pursuant to the Third Amended and Restated Operating Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Founder Shares were issued or any restrictions or other provisions relating to the Sponsor Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Founder Shares other than the Non-Redemption Support Shares Assigned Securities and the terms and conditions applicable to the Non-Redemption Support Shares Assigned Securities and the Economic Interest shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements; provided that Investor acknowledges that the Assigned Securities shall be subject to restrictions on transfer imposed by the securities laws.

Forfeitures, Transfers, etc. Hxxxxx agrees that the Non-Redemption Support Shares to be received hereby Investor shall not be subject to the transfer restrictions set forth in Section 7 of that certain letter agreementforfeiture, dated as of March 1surrender, 2021 (as it exists claw-back, transfers, disposals, exchanges or earn-outs for any reason on the date of the Agreement, the “Letter Agreement”), entered into by the Sponsor in connection with Axxx’s initial public offeringAssigned Securities. In connection with the transfer of the Non-Redemption Support Shares to Holder, Holder shall execute a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B pursuant to which Holder shall agree with Anzu to be bound solely by Section 7 of the Letter Agreement solely with respect to the Non-Redemption Support Shares. Holder shall not be required to forfeit or transfer the Non-Redemption Support Shares. Holder Investor acknowledges that, pursuant to the Third Amended and Restated Operating Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), Articles prior to, or at the time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Sponsor Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Sponsor Founder Shares were issued or any restrictions or other provisions relating to the Sponsor Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Sponsor Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Sponsor Founder Shares other than the Non-Redemption Support Shares Assigned Securities and the terms and conditions applicable to the Non-Redemption Support Shares Assigned Securities and the Economic Interest (as defined below) shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements. For the further avoidance of doubt, the Sponsor and SPAC acknowledge and agree that none of the Assigned Securities shall be deemed unvested Founder Shares pursuant to Section 12 of the Letter Agreement or otherwise subject to the vesting conditions as set forth in such Section 12.