Common use of Sponsor Class B Share Lock-up Clause in Contracts

Sponsor Class B Share Lock-up. The Sponsor agrees that, without the prior written consent of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares, the Sponsor shall not, and shall cause its controlled affiliates or any Sponsor-Affiliate (as defined below) and their permitted transferees not to, Transfer any Class B Shares or Class A Shares into which such Class B Shares are convertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Sponsor Shares”) until the third anniversary of the Business Combination Closing. Notwithstanding the foregoing, the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with the exceptions set forth in Section 6(a) of this Agreement (subject to the proviso thereof that in the case of clauses (i) through (vi) and clauses (viii) through (xi) of Section 6(a), the permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions specified therein). Solely for purposes of the second sentence of this Section 7(b), references in Section 6(a) to the Purchaser shall be deemed to refer to the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees, mutatis mutandis. In addition, the foregoing restrictions in this Section 7(b) shall not apply to:

Sponsor Class B Share Lock-up. The Sponsor agrees that, without the prior written consent of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares, the Sponsor shall not, and shall cause its controlled affiliates or any Sponsor-Affiliate (as defined below) and their permitted transferees not to, Transfer any Class B Shares or Class A Shares and/or Class C Shares into which such Class B Shares are convertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Sponsor Shares”) until the third anniversary of the Business Combination Closing. Notwithstanding the foregoing, the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with the exceptions set forth in Section 6(a) of this Agreement (subject to the proviso thereof that in the case of clauses (i) through (vi) and clauses (viii) through (xi) of Section 6(a), the permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions specified therein). Solely for purposes of the second sentence of this Section 7(b), references in Section 6(a) to the Purchaser shall be deemed to refer to the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees, mutatis mutandis. In addition, the foregoing restrictions in this Section 7(b) shall not apply to: