Common use of Ownership of the Covered Shares Clause in Contracts

Ownership of the Covered Shares. (a) Such Stockholder is, as of the date hereof, the beneficial or record owner of such Stockholder’s Covered Shares, all of which are free and clear of any liens, other than those created by this Agreement, the Merger Agreement, the Organizational Documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated as of December 8, 2021, by and among the Company and the investors named therein, or arising under applicable securities Laws, and (b) such Stockholder has sole or, with an Affiliate of such Stockholder, shared voting power over all of the Covered Shares beneficially owned by such Stockholder. Such Stockholder has not entered into any agreement to Transfer any Covered Shares and no Person (other than the Stockholder and any Person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the Stockholder. As of the date hereof, such Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock or other voting shares of the Company) other than the Owned Shares.

Ownership of the Covered Shares. (a) Such Stockholder is, as As of the date hereof, (a) such Shareholder is the beneficial or record owner of the number of Covered Shares set forth opposite such StockholderShareholder’s Covered Sharesname on Annex I hereto, all of which are free and clear of any liensand all Liens, proxies, voting trusts or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, voting or exercise of any rights of a stockholder in respect of such Covered Shares, other than those created by this Agreement or the Stockholders’ Agreement, the Merger Agreement, the Organizational Documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated as of December 8, 2021, by and among the Company and the investors named therein, or arising under applicable securities Laws, and (b) such Stockholder Covered Shares are fully paid up, and (c) such Shareholder has sole or, with an Affiliate of such Stockholder, shared voting power over all of the such Covered Shares beneficially owned by such StockholderShareholder. Such Stockholder As of the date hereof, such Shareholder has not entered into any agreement to Transfer any such Covered Shares and no Person (other than the Stockholder and any Person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the StockholderShares. As of the date hereof, such Stockholder Shareholder does not own, beneficially or of record, any shares of Company Stock Common Shares or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock Common Shares or other voting shares of the Company) other than the Owned such Covered Shares.

Ownership of the Covered Shares. (a) Such The Stockholder is, as of the date hereofAgreement Date, the beneficial or record owner of such all of the Stockholder’s Covered Shares, all of which are free and clear of any liensand all Encumbrances, other than those (i) created by this Agreement, (ii) arising under the Merger Agreement, the Organizational Documents organizational documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated Company as in effect as of December 8the date hereof, 2021, by and among the Company and the investors named therein, or (iii) arising under applicable securities Laws, or (iv) with respect to any shares of Company Common Stock subject to the Company Earn-Out (“Earn-Out Shares”), created by the Contracts governing such Earn-Out Shares (only for so long as such Contracts are in effect) and (b) such the Stockholder has sole or, with an Affiliate of such Stockholder, shared voting power over all of the Covered Shares beneficially owned by such the Stockholder. Such As of the Agreement Date, the Stockholder has not entered into any agreement to Transfer any Covered Shares and no Person (other than the Stockholder and any Person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the StockholderShares. As of the date hereofAgreement Date, such the Stockholder does not own, beneficially or of record, any shares of Company Common Stock or other voting shares stock of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Common Stock or other voting shares stock of the Company) other than the Owned Covered Shares.

Ownership of the Covered Shares. (a) Such The Supporting Stockholder is, as of the date hereof, the beneficial or and/or record owner of such the Supporting Stockholder’s Covered Shares, all of which are free and clear of any liens, other than those created by this Agreement, the Merger Agreement, or the Organizational Documents organizational documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated as of December 8, 2021, by and among the Company and the investors named therein, or arising under applicable securities Laws, and (b) such the Supporting Stockholder has sole or, with an Affiliate of such the Supporting Stockholder, shared voting power over all of the Covered Shares beneficially owned by such the Supporting Stockholder. Such The Supporting Stockholder has not entered into any agreement to Transfer any Covered Shares (other than this Agreement) and no Person (other than the Supporting Stockholder and any Person under the control of the Supporting Stockholder) has a right to acquire any of the Covered Shares held by the Supporting Stockholder. As of the date hereof, such the Supporting Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock or other voting shares of the Company) other than the Owned Shares. Other than the Owned Shares, the Company Options and Company RSUs set forth on the signature page hereto, the Supporting Stockholder does not beneficially own any other securities of the Company or rights to acquire securities of the Company.