Common use of Non-Redemption and Share Issuance Clause in Contracts

Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., Eastern time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected by SPAC’s filing a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, and SPAC meets the continued or initial listing requirements to be listed on the New York Stock Exchange (the “NYSE”) following the Meeting then, substantially concurrent with, and immediately after, the closing of the Initial Business Combination, (i) SPAC hereby agrees to issue or cause to be issued to Investor for no additional consideration that number of shares of Class A Common Stock set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”), and (ii) Sponsor (or its designees or transferees) hereby agrees to surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [·] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SPAC stockholders similar to this Agreement on or about the date of the Meeting. SPAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., Eastern time, on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [·] Public Shares.

Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m.PM, Eastern New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected by SPAC’s filing a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, and SPAC Slam meets the continued or initial listing trading requirements to be listed on the New York Stock Exchange of OTCQX® Best Market (the “NYSEOTCQX”) following the Meeting then, substantially concurrent withExtension (including as a result of any redemptions of Public Shares in connection with the Extension being voted upon at the Meeting), and immediately after(d) Slam implements the Extension, then TopCo hereby agrees to issue, in connection with the Extension that shall occur prior to the consummation of the Initial Business Combination, promptly (but in any event no later than two (2) business days following the closing of the Initial Business Combination, (i) SPAC hereby agrees to issue or cause to be issued to Investor for no additional consideration consideration, that number of shares of Class A Common Stock Stock, par value $0.0001 per share of TopCo (“TopCo Common Stock”) set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”), and (ii) Sponsor (or its designees or transferees) hereby agrees to surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of an aggregate amount of (i) [·[ ] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SPAC stockholders Slam shareholders similar to this Agreement on or about the date of the Meeting. SPAC Xxxx agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., a.m. Eastern time, time on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [·[ ] Public Shares.

Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m.PM, Eastern New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected by SPAC’s filing a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, and SPAC BHAC meets the continued or initial listing requirements to be listed on the New York Stock Exchange (the “NYSE”) of Nasdaq following the Meeting then, substantially concurrent withExtension (including as a result of any redemptions of Public Shares in connection with the Extension being voted upon at the Meeting), and immediately after(d) BHAC implements the Extension, the closing of the Initial Business Combination, (i) SPAC then NewCo hereby agrees to issue or cause to be issued issued, in connection with the Initial Extension and each Monthly Extension that shall occur prior to the consummation of the Initial Business Combination, promptly (but in any event no later than two (2) business days following the closing of the Initial Business Combination) to Investor for no additional consideration consideration, that number of shares of Class A Common Stock Stock, par value $0.0001 per share of NewCo (“NewCo Common Stock”) set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”), and (ii) Sponsor (or its designees or transferees) hereby agrees to surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of an aggregate amount of (i) [·[ ] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SPAC BHAC stockholders similar to this Agreement on or about the date of the Meeting. SPAC BHAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., a.m. Eastern time, time on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [·[ ] Public Shares.

Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., Eastern time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected by SPAC’s filing a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, and SPAC meets the continued or initial listing requirements to be listed on the New York Stock Exchange (the “NYSE”) or NYSE American LLC (“NYSE American”) following the Meeting then, substantially concurrent with, and immediately after, the closing of the Initial Business Combination, (i) SPAC hereby agrees to issue or cause to be issued to Investor for no additional consideration that number of shares of Class A Common Stock set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”), and (ii) Sponsor (or its designees or transferees) hereby agrees to surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [·] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SPAC stockholders similar to this Agreement on or about the date of the Meeting. SPAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., Eastern time, on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [·] Public Shares.

Non-Redemption and Share Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., Eastern time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Second Extension is approved at the Meeting and is effected by SPAC’s filing a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, and SPAC meets the continued or initial listing requirements to be listed on the New York Nasdaq Stock Exchange Market LLC (the “NYSENasdaq”) following the Meeting then, substantially concurrent with, and immediately after, the closing of the Initial Business Combination, (i) SPAC hereby agrees to issue or cause to be issued to Investor for no additional consideration that number of shares of Class A Common Stock Ordinary Shares set forth opposite Investor’s name on Exhibit A (the “Promote Shares” and such issuance, the “Share Issuance”), and (ii) Sponsor (or its designees or transferees) hereby agrees to surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration a number of shares of Class B common stockordinary shares, par value $0.0001 per share, of the Company equal to the number of Promote Shares. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [·●] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SPAC stockholders shareholders similar to this Agreement on or about the date of the Meeting. SPAC agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., Eastern time, on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [·●] Public Shares.