Common use of Founder Shares Clause in Contracts

Founder Shares. Sponsor hereby agrees that, notwithstanding anything to the contrary in the Letter Agreement or otherwise: (a) following the Second Effective Time, the First Earnout Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $16.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the First Earnout Shares have not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Time, the Second Earnout Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the Second Earnout Shares have not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Date, the Sponsor shall deliver to Acquiror for cancellation and for no consideration (x) 1,375,000 Founder Shares and (y) any Sponsor Incentive Shares that have not been transferred at or prior to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net of the Acquiror Share Redemption Amount), the PIPE Investment Amount (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates of the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis), and (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis). For the avoidance of doubt, if the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d).

Founder Shares. Sponsor hereby agrees thatThe Company issued 1,437,500 Ordinary Shares to HWei Super Speed Co. Ltd. (the “Sponsor”), notwithstanding anything for an aggregate consideration of $25,000, of which 187,500 of which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the contrary purchase of 1,437,500 Ordinary Shares (the “Founder Shares”). Except as described in the Letter Agreement Registration Statement, none of the Founder Shares may be sold, assigned or otherwise: transferred by the Sponsor for a time period ending on the date that is the earlier of (aA) following twelve months after the Second Effective Time, completion of the First Earnout Shares shall vest at such time as Company’s initial Business Combination or (xB) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $16.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes on which we complete a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction after our initial Business Combination that results in all of the Surviving Pubco’s (or its successor’s) stockholders Public Shareholders having the right to exchange their Surviving Pubco Ordinary Shares for cash, securities or other property; provided that in . Notwithstanding the event that foregoing, any Ordinary Shares converted from such Founder Shares will be released from the First Earnout Shares have not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; lock-up if (b) following the Second Effective Time, the Second Earnout Shares shall vest at such time as (x1) the aggregate volume-weighted average last reported sale price per Surviving Pubco Share for any five consecutive trading day period after of the Closing Date Company’s Ordinary Shares equals or exceeds $20.00 12.00 per share (as adjusted for share stock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) initial Business Combination or (y2) if the Surviving Pubco (or its successor) completes Company complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that after the initial Business Combination which results in all of the Surviving Pubco’s (or its successor’s) stockholders shareholders having the right to exchange their Surviving Pubco Shares shares for cash, securities or other property; . The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the time frame provided that in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Second Earnout Shares have Over-allotment Option is not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Dateexercised in full, the Sponsor shall deliver will be required to Acquiror for cancellation and for no consideration (x) 1,375,000 Founder Shares and (y) any Sponsor Incentive Shares that have not been transferred at or prior to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net forfeit such number of the Acquiror Share Redemption Amount), the PIPE Investment Amount (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates of the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with up to 187,500 Founder Shares) such that the Founder Shares reducing then outstanding will comprise 20% of the First Earnout Shares issued and outstanding shares of the Second Earnout Shares on an equal basis), Company (excluding any shares included in the Placement Units (as defined below) and (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then assuming the Sponsor shall immediately prior does not purchase any Units in this Offering) after giving effect to Closing deliver to Acquiror for cancellation the Offering and for no consideration 1,000,000 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis). For the avoidance of doubtexercise, if any, of the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d)Over-allotment Option.

Founder Shares. Sponsor hereby agrees thatIn April 2021, notwithstanding anything the Company issued to CCIF Global LLC, a Delaware limited liability company (the contrary “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Letter Agreement Registration Statement, none of the Founder Shares may be sold, assigned or otherwise: transferred by the Sponsor until the earlier of (a) one year following the Second Effective Timeconsummation of the Business Combination, (b) following the consummation of the Business Combination, the First Earnout last sale price of the Class A Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $16.00 12.00 per share (as adjusted for share splitssubdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (provided that if such c) the date is prior to following the first anniversary consummation of the Closing Date, Business Combination on which the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes Company consummates a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that which results in all of the Surviving PubcoCompany’s (or its successor’s) stockholders public shareholders having the right to exchange their Surviving Pubco Ordinary Shares for cash, securities securities, or other property; provided that . The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the First Earnout Shares have Over-allotment Option is not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Time, the Second Earnout Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results exercised in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the Second Earnout Shares have not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Datefull, the Sponsor shall deliver will be required to Acquiror for cancellation and for no consideration (x) 1,375,000 forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (ybut not including any Private Placement Securities (as defined below)) any Sponsor Incentive Shares that have not been transferred at or prior after giving effect to the Closing or committed to be transferred to thirdOffering and exercise, if any, of the Over-party investors in connection allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net consummation of the Acquiror Share Redemption Amount)Business Combination on a one-for-one basis, subject to adjustment as described in the PIPE Investment Amount (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates of the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis), and (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis). For the avoidance of doubt, if the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d)Prospectus.

Founder Shares. In June 2020, the Company issued to HighCape Capital Acquisition LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2020, the Sponsor hereby agrees thattransferred 30,000 founder shares to each of Dxxxx Xxxxxxx, notwithstanding anything Axxxxx Xxxxxx and Rxxxxx Xxxx (together with the Sponsor, the “Initial Stockholders”), resulting in the Sponsor holding 2,785,000 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the contrary in the Letter Agreement or otherwise: (a) following the Second Effective Timeconsummation of a Business Combination, the First Earnout Shares shall vest at such time as (x) when the aggregate volume-weighted average closing price per Surviving Pubco Share for any five consecutive trading day period after of the Closing Date Common Stock equals or exceeds $16.00 12.00 per share (as adjusted for share stock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) (provided that if such date is prior to for any 20 trading days within a 30-trading day period commencing 150 days after the first anniversary consummation of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) Business Combination; or (y) the Surviving Pubco (or its successor) completes date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which results in all of the Surviving PubcoCompany’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares shares for cash, securities securities, or other property; provided that . The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the First Earnout Shares have Over-allotment Option is not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Timeexercised in full, the Second Earnout Shares shall vest at Initial Stockholders will be required to forfeit such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary number of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the Second Earnout Shares have not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Date, the Sponsor shall deliver to Acquiror for cancellation and for no consideration (x) 1,375,000 Founder Shares and (y) any Sponsor Incentive Shares that have not been transferred at or prior to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net of the Acquiror Share Redemption Amount), the PIPE Investment Amount (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates of the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with up to 375,000 Founder Shares) such that the Founder Shares reducing then outstanding will comprise 20% of the First Earnout Shares issued and outstanding shares of the Second Earnout Shares on an equal basis), and Company (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder not including Placement Shares (with such Founder Shares reducing as defined below)) after giving effect to the First Earnout Shares Offering and the Second Earnout Shares on an equal basis). For the avoidance of doubtexercise, if any, of the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d)Over-allotment Option.

Founder Shares. In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor hereby agrees that, notwithstanding anything or any of its transferees prior to the contrary in date hereof (collectively, the Letter Agreement or otherwise: “Initial Shareholders”) until the earlier of: (ai) six months following the Second Effective Timeconsummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the First Earnout Shares shall vest at such time as (x) date on which the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period Company completes a liquidation, merger, stock exchange or other similar transaction after the Closing Date initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $16.00 12.00 per share (as adjusted for share splits, share dividendscapitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the First Earnout Shares have not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Time, the Second Earnout Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive 20 trading days within any 30-trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splitsinitial Business Combination, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary 50% of the Closing Date, the Transfer Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Second Earnout Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not be permitted until have redemption rights with respect to the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in Founder Shares. In the event that the Second Earnout Shares have Over-allotment Option is not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Dateexercised in full, the Sponsor shall deliver will be required to Acquiror for cancellation and for no consideration (x) 1,375,000 forfeit such number of Founder Shares and (yup to 187,500 Founder Shares) any Sponsor Incentive such that the Founder Shares that have not been transferred at or prior to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net then outstanding will comprise approximately 20% of the Acquiror Share Redemption Amount), issued and outstanding shares of the PIPE Investment Amount Company (excluding the Initial PIPE Investment Placement Shares (as defined below) and any PIPE Investments by officersthe Representative Shares (as defined below)) after giving effect to the Offering and exercise, directors or affiliates if any, of the Company) and any other thirdOver-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis), and (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis). For the avoidance of doubt, if the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d)allotment Option.

Founder Shares. In July 2020, the Company issued to FG New America Investors LLC (the “Sponsor”), for an aggregate consideration of $30,000, 6,468,750 shares of its Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In August 2020, the Sponsor hereby agrees thattransferred 1,250,000 Founder Shares to members of the Company’s management and board of directors (such individuals, notwithstanding anything together with the Sponsor, are referred to herein as the contrary “initial stockholders”). Except as described in the Letter Agreement or otherwise: (a) following the Second Effective TimeRegistration Statement, the First Earnout Founder Shares shall vest at such time as may not be sold, assigned or transferred by the initial stockholders until (x) with respect to 50% of the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period Founder Shares, the earlier of: (i) twelve months after the Closing Date equals consummation of the Business Combination; or (ii) the date on which the closing price of the Common Stock exceeds $16.00 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations, recapitalizations reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the like) (provided that if such date is prior to the first anniversary consummation of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or Business Combination; and (y) with respect to the Surviving Pubco (remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or its successor) completes transferred on the date following a liquidation, merger, capital stock exchange, reorganization or other similar Business Combination on which the Company consummates a transaction that which results in all of the Surviving PubcoCompany’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares shares for cash, securities securities, or other property; provided that . The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the First Earnout Shares have Over-allotment Option is not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Time, the Second Earnout Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results exercised in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the Second Earnout Shares have not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Datefull, the Sponsor shall deliver has agreed to Acquiror for cancellation and for no consideration (x) 1,375,000 forfeit such number of Founder Shares (up to 843,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and (y) any Sponsor Incentive Shares that have not been transferred at or prior outstanding shares of the Company after giving effect to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) Offering and exercise, if the aggregate cash proceeds from Acquiror’s Trust Account (net any, of the Acquiror Share Redemption Amount), the PIPE Investment Amount Over-allotment Option (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates shares of Common Stock underlying the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis), and (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis). For the avoidance of doubt, if the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(dRepresentatives’ Units).

Founder Shares. In December 2019, the Company issued to Shipwright SPAC I, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Subsequently, the Sponsor hereby agrees thattransferred an aggregate of 1,509,376 Founder Shares to certain officers and directors of the Company (collectively with the Sponsor, notwithstanding anything the “Initial Stockholders”) No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the contrary in the Letter Agreement or otherwise: (a) following the Second Effective Timeconsummation of a Business Combination, the First Earnout Shares shall vest at such time as (x) when the aggregate volume-weighted average closing price per Surviving Pubco Share for any five consecutive trading day period after of the Closing Date equals or Common Stock exceeds $16.00 12.00 per share (as adjusted for share splits, share dividendscapitalizations, reorganizations, recapitalizations and the like) (provided that if such date is prior to for any 20 trading days within a 30-trading day period commencing 150 days after the first anniversary consummation of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) Business Combination; or (y) the Surviving Pubco (or its successor) completes date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which results in all of the Surviving PubcoCompany’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares shares for cash, securities securities, or other property; provided that . The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the First Earnout Shares have Over-allotment Option is not vested prior to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Time, the Second Earnout Shares shall vest at such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results exercised in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the Second Earnout Shares have not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Datefull, the Sponsor shall deliver will be required to Acquiror for cancellation and for no consideration (x) 1,375,000 Founder Shares and (y) any Sponsor Incentive Shares that have not been transferred at or prior to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net forfeit such number of the Acquiror Share Redemption Amount), the PIPE Investment Amount (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates of the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with up to 562,500 Founder Shares) such that the Founder Shares reducing then outstanding will comprise 20% of the First Earnout Shares issued and outstanding shares of the Second Earnout Shares on an equal basis)Company after giving effect to the Offering and exercise, and if any, of the Over-allotment Option (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder not including any Placement Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basisdefined below). For the avoidance of doubt, if the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d).

Founder Shares. On February 21, 2024, our sponsor, Launch One Sponsor, LLC (“Sponsor”), paid $25,000 to subscribe for an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (“Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by Sponsor hereby agrees that, notwithstanding anything or the Company’s independent directors until the earlier to occur of: (A) one year after the completion of the Company’s Business Combination; and (B) subsequent to the contrary in the Letter Agreement or otherwise: (a) following the Second Effective Time, the First Earnout Shares shall vest at such time as Company’s Business Combination (x) if the aggregate volume-weighted average last reported sale price per Surviving Pubco Share for any five consecutive trading day period after of the Closing Date Company’s Class A ordinary shares equals or exceeds $16.00 12.00 per share (as adjusted for share splitssub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the like) (provided that if such date is prior to the first anniversary of the Closing Date, the Transfer of the First Earnout Shares shall not be permitted until the first anniversary of the Closing Date) Company’s Business Combination or (y) the Surviving Pubco (or its successor) date on which the Company completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders Public Shareholders having the right to exchange their Surviving Pubco Shares Class A ordinary shares for cash, securities or other property; provided that . The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the First Earnout Shares have Over-allotment Option is not vested prior exercised in full, Sponsor will be required to December 31, 2026, then the First Earnout Shares shall immediately be delivered to Surviving Pubco for cancellation and for no consideration; (b) following the Second Effective Time, the Second Earnout Shares shall vest at forfeit such time as (x) the aggregate volume-weighted average price per Surviving Pubco Share for any five consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) (provided that if such date is prior to the first anniversary number of the Closing Date, the Transfer of the Second Earnout Shares shall not be permitted until the first anniversary of the Closing Date) or (y) the Surviving Pubco (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property; provided that in the event that the Second Earnout Shares have not vested prior to December 31, 2028, then the Second Earnout Shares shall be delivered to Surviving Pubco immediately for cancellation and for no consideration; (c) immediately prior to Closing on the Closing Date, the Sponsor shall deliver to Acquiror for cancellation and for no consideration (x) 1,375,000 Founder Shares and (y) any Sponsor Incentive Shares that have not been transferred at or prior to the Closing or committed to be transferred to third-party investors in connection with the Closing; and (d) (i) if the aggregate cash proceeds from Acquiror’s Trust Account (net of the Acquiror Share Redemption Amount), the PIPE Investment Amount (excluding the Initial PIPE Investment and any PIPE Investments by officers, directors or affiliates of the Company) and any other third-party financing (other than debt financing) to be funded at the Closing (such proceeds, the “Closing Cash Proceeds”) are less than $40,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,317,500 Founder Shares (with up to 750,000 Founder Shares) such that the Founder Shares reducing then outstanding will comprise 20.0% of the First Earnout Shares issued and outstanding ordinary shares of the Second Earnout Shares on an equal basis), Company after giving effect to the Offering and (ii) if the Closing Cash Proceeds equal or exceed $40,000,000 but are less than $50,000,000 at the Closing, then the Sponsor shall immediately prior to Closing deliver to Acquiror for cancellation and for no consideration 1,000,000 Founder Shares (with such Founder Shares reducing the First Earnout Shares and the Second Earnout Shares on an equal basis). For the avoidance of doubtexercise, if any, of the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d)Over-allotment Option.