Common use of Lock-Up Exceptions Clause in Contracts

Lock-Up Exceptions. Section 5.2 shall not apply to: (a) Lock-Up Transfers to a partnership, limited liability company or other entity of which Sponsor is the legal and beneficial owner of all of the outstanding equity securities or similar interests; (b) if a transferee of Sponsor permitted under this Agreement is a natural person, (i) by bona fide gift to any member of such transferee’s Immediate Family, (ii) to a family trust, established for the exclusive benefit of such transferee or any of his or her Immediate Family for estate planning purposes, (iii) by virtue of laws of descent and distribution upon death of such transferee or (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (c) Lock-Up Transfers of PubCo Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Class A Ordinary Shares acquired in open market transactions after the Initial Closing; (d) the exercise of share options or warrants to purchase PubCo Class A Ordinary Shares (including PubCo Merger Warrants) and any related transfer of PubCo Class A Ordinary Shares to PubCo in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of any such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, it being understood that all PubCo Class A Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Article V during the Lock-Up Period; (e) the entry, at any time after the Acquisition Closing, into any trading plan providing for the Lock-Up Transfer of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (f) Lock-Up Transfers in the event of completion of a bona fide amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction which results in all of PubCo’s security holders having the right to exchange their PubCo Shares or PubCo Warrants for cash, securities or other property (an “Unqualified Liquidation Event”); (g) (i) pledges, mortgages, liens or other Liens of Lock-Up Securities by a holder thereof that create a mere security interest in such Lock-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Securities and (ii) any foreclosure on such pledged Lock-Up Securities; (h) in the case of an entity, a Lock-Up Transfer (i) to another Person that is an affiliate of Sponsor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with Sponsor or affiliates of Sponsor or who shares a common investment advisor with the Sponsor or any of the foregoing or (ii) as part of a distribution to members, partners or shareholders of Sponsor; (i) Lock-Up Transfers made in connection with any forward purchase agreement or similar arrangements in existence prior to the date of this Agreement and the material terms of which have been disclosed to the Company or its counsel; (j) in the case of an entity, Lock-Up Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s Governing Documents upon dissolution of the entity; (k) Lock-Up Transfers to an individual who, as of the date of this Agreement, is a director, officer or advisor of Sponsor or its affiliates; and (l) Lock-Up Transfers pursuant to the terms and conditions of (i) any Non-Redemption Deed; (ii) any share pledge entered into in accordance with the terms of any Non-Redemption Deed; or (iii) pursuant to Articles VI or VII of this Agreement; provided, however, that in the case of the foregoing clauses (a), (b), and (g) through (k), these permitted transferees shall enter into a written agreement, in substantially the same form of this Article V, agreeing to be bound by these Lock-Up Transfer restrictions prior to such Lock-Up Transfer, provided further, that in the case of (g), such written agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosure.

Lock-Up Exceptions. Section 5.2 shall not apply to: (a) Lock-Up Transfers to a partnership, limited liability company or other entity of which Sponsor is the legal and beneficial owner of all of the outstanding equity securities or similar interests; (b) if a transferee of Sponsor permitted under this Agreement is a natural person, (i) by bona fide gift to any member of such transferee’s Immediate Family, (ii) to a family trust, established for the exclusive benefit of such transferee or any of his or her Immediate Family for estate planning purposes, (iii) by virtue of laws of descent and distribution upon death of such transferee or (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (c) Lock-Up Transfers of PubCo Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Class A Ordinary Shares acquired in open market transactions after the Initial Merger Closing; (dc) the exercise of share options or warrants to purchase PubCo Class A Ordinary Shares (including PubCo Merger Warrants) and any related transfer of PubCo Class A Ordinary Shares to PubCo in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of any such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, it being understood that all PubCo Class A Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Article V Section 5 during the Lock-Up Applicable Period; (ed) the entry, at any time after the Acquisition Amalgamation Closing, into any trading plan providing for the Lock-Up Transfer sale of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares during the Lock-Up Applicable Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Applicable Period; (fe) Lock-Up Transfers in the event of completion of a bona fide amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction which results in all of PubCo’s security holders having the right to exchange their PubCo Shares or PubCo Merger Warrants for cash, securities or other property (an “Unqualified Liquidation Event”)property; (g) (i) pledges, mortgages, liens or other Liens of Lock-Up Securities by a holder thereof that create a mere security interest in such Lock-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Securities and (ii) any foreclosure on such pledged Lock-Up Securities; (hf) in the case of an entity, a Lock-Up Transfer (i) to another Person entity that is an affiliate of Sponsor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with Sponsor or affiliates of Sponsor or who shares a common investment advisor with the Sponsor or any of the foregoing or (ii) as part of a distribution to members, partners or shareholders of Sponsor; (i) Lock-Up Transfers made in connection with any forward purchase agreement or similar arrangements in existence prior to the date of this Agreement and the material terms of which have been disclosed to the Company or its counsel; (jg) in the case of an entity, Lock-Up Transfers by virtue of the laws of the jurisdiction state of the entity’s organization and the entity’s Governing Documents organizational documents upon dissolution of the entity;; or (kh) Lock-Up Transfers to an individual who, as of the date of this Agreement, is a director, officer or advisor of Sponsor or its affiliatesaffiliates as part of such director’s or advisor’s remuneration for services provided to Sponsor; and (li) Lock-Up Transfers pursuant made in connection with a forward purchase agreement or similar arrangement in existence prior to the terms date of this Agreement and conditions of (i) any Non-Redemption Deed; (ii) any share pledge entered into in accordance with the material terms of any Non-Redemption Deed; which have been disclosed to the Company or (iii) pursuant to Articles VI or VII of this Agreementits counsel; provided, however, that in the case of the foregoing clauses (a), and clauses (b), and (gf) through (ki), these permitted transferees shall enter into a written agreement, in substantially the same form of this Article V5, agreeing to be bound by these Lock-Up Transfer restrictions prior to such Lock-Up Transfer, provided further, that in the case of (g), such written agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosure.

Lock-Up Exceptions. The provisions of Section 5.2 4.2 shall not apply to: (a) Lock-Up Transfers to a partnership, limited liability company or other entity of which Sponsor such Shareholder is the legal and beneficial owner of all of the outstanding equity securities or similar interestsEquity Securities; (b) if a transferee of Sponsor permitted under this Agreement such Shareholder is a natural person, Lock-Up Transfers (i) by bona fide gift to any member of such transfereeShareholder’s Immediate Family, (ii) to a family trust, established for the exclusive benefit of such transferee Shareholder or any of his or her their Immediate Family for estate planning purposes, (iii) by virtue of laws of descent and distribution upon death of such transferee Shareholder or (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (c) Lock-Up Transfers of PubCo Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Class A Ordinary Shares acquired in open market transactions after the Initial Closing; (d) the exercise of share options or warrants to purchase PubCo Class A Ordinary Shares (including PubCo Merger Warrants) and any related transfer of PubCo Class A Ordinary Shares to PubCo in connection therewith (Ai) deemed to occur upon the “cashless” or “net” exercise of any such options or warrants or (Bii) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, it being understood that all PubCo Class A Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Article V Section 4 during the Lock-Up Applicable Period; (e) the entry, at any time after the Acquisition Closing, into any trading plan providing for the Lock-Up Transfer of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares during the Lock-Up Applicable Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Applicable Period; (f) Lock-Up Transfers in the event of completion of a bona fide amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, combination sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction which results in all of PubCo’s security holders having the right to exchange their PubCo Shares or PubCo Warrants for cash, securities or other property (an “Unqualified Liquidation Event”)property; (g) (i) pledges, mortgages, liens or other Liens of Lock-Up Securities by a holder thereof that create a mere security interest in such Lock-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Securities and (ii) any foreclosure on such pledged Lock-Up Securities; (h) in the case of an entity, a Lock-Up Transfer (i) to another Person entity that is an affiliate of Sponsorsuch Shareholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with Sponsor such Shareholder or affiliates of Sponsor such Lock-Up Shareholder or who shares a common investment advisor with the Sponsor or any of the foregoing such Lock-Up Shareholder or (ii) as part of a distribution to members, partners or shareholders of Sponsorsuch Lock-Up Shareholder; (i) Lock-Up Transfers made in connection with any forward purchase agreement or similar arrangements in existence prior to the date of this Agreement and the material terms of which have been disclosed to the Company or its counsel; (jh) in the case of an entity, Lock-Up Transfers by virtue of the laws Laws of the jurisdiction of the entity’s organization and the entity’s Governing Organizational Documents upon dissolution of the entity; (k) Lock-Up Transfers to an individual who, as of the date of this Agreement, is a director, officer or advisor of Sponsor or its affiliates; and (l) Lock-Up Transfers pursuant to the terms and conditions of (i) any Non-Redemption Deed; (ii) any share pledge entered into in accordance with the terms of any Non-Redemption Deed; or (iii) pursuant to Articles VI or VII of this Agreement; provided, however, that in the case of the foregoing clauses (a), (b), ) and (g) through (k), prior to such Lock-Up Transfer, these permitted transferees shall enter have entered into a written agreement, in substantially the same form of this Article VSection 4, agreeing to be bound by these Lock-Up Transfer restrictions prior to such Lock-Up Transfer, provided further, that in the case of (g), such written agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosurerestrictions.

Lock-Up Exceptions. The provisions of Section 5.2 4.2 shall not apply to: (a) Lock-Up Transfers to a partnership, limited liability company or other entity of which Sponsor such Shareholder is the legal and beneficial owner of all of the outstanding equity securities or similar interestsEquity Securities; (b) if a transferee of Sponsor permitted under this Agreement such Shareholder is a natural person, Lock-Up Transfers (i) by bona fide gift to any member of such transfereeShareholder’s Immediate Family, (ii) to a family trust, established for the exclusive benefit of such transferee Shareholder or any of his or her their Immediate Family for estate planning purposes, (iii) by virtue of laws of descent and distribution upon death of such transferee Shareholder or (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (c) Lock-Up Transfers of PubCo Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Class A Ordinary Shares acquired in open market transactions after the Initial Closing; (d) the exercise of share options or warrants to purchase PubCo Class A Ordinary Shares (including PubCo Merger Warrants) and any related transfer of PubCo Class A Ordinary Shares to PubCo in connection therewith (Ai) deemed to occur upon the “cashless” or “net” exercise of any such options or warrants or (Bii) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, it being understood that all PubCo Class A Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Article V Section 4 during the Lock-Up Applicable Period; (e) the entry, at any time after the Acquisition Closing, into any trading plan providing for the Lock-Up Transfer of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares during the Lock-Up Applicable Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Applicable Period; (f) Lock-Up Transfers in the event of completion of a bona fide amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, combination sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction which results in all of PubCo’s security holders having the right to exchange their PubCo Shares or PubCo Warrants for cash, securities or other property (an “Unqualified Liquidation Event”)property; (g) (i) pledges, mortgages, liens or other Liens of Lock-Up Securities by a holder thereof that create a mere security interest in such Lock-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Securities and (ii) any foreclosure on such pledged Lock-Up Securities; (h) in the case of an entity, a Lock-Up Transfer (i) to another Person entity that is an affiliate of Sponsorsuch Shareholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with Sponsor such Shareholder or affiliates of Sponsor such Lock-Up Shareholder or who shares a common investment advisor with the Sponsor or any of the foregoing such Lock-Up Shareholder or (ii) as part of a distribution to members, partners or shareholders of Sponsor; (i) such Lock-Up Transfers made in connection with any forward purchase agreement or similar arrangements in existence prior to the date of this Agreement and the material terms of which have been disclosed to the Company or its counsel;Shareholder; and (jh) in the case of an entity, Lock-Up Transfers by virtue of the laws Laws of the jurisdiction of the entity’s organization and the entity’s Governing Organizational Documents upon dissolution of the entity; (k) Lock-Up Transfers to an individual who, as of the date of this Agreement, is a director, officer or advisor of Sponsor or its affiliates; and (l) Lock-Up Transfers pursuant to the terms and conditions of (i) any Non-Redemption Deed; (ii) any share pledge entered into in accordance with the terms of any Non-Redemption Deed; or (iii) pursuant to Articles VI or VII of this Agreement; provided, however, that in the case of the foregoing clauses (a), (b), ) and (g) through (k), prior to such Lock-Up Transfer, these permitted transferees shall enter have entered into a written agreement, in substantially the same form of this Article VSection 4, agreeing to be bound by these Lock-Up Transfer restrictions prior to such Lock-Up Transfer, provided further, that in the case of (g), such written agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosurerestrictions.