Common use of Subscribers Covenant Clause in Contracts

Subscribers Covenant. Each Subscriber hereby agrees that, from and after the date hereof, none of such Subscriber, its controlled affiliates, or any person or entity acting on behalf of such Subscriber or any of its controlled affiliates or pursuant to any understanding with such Subscriber or any of its controlled affiliates shall enter into any Short Sales with respect to the equity or equity-linked securities of the Issuer, if applicable, at a price per Share (or, if such Short Sale is in the form of a derivative, at the strike price per Share) less than $10.40. For purposes of this Section 10, “Short Sales” shall include (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, including transactions through non-U.S. broker dealers or foreign regulated brokers, and (ii) all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), but excluding this Equity Support Agreement and bona fide margin agreements to which such Subscriber may be or may become a party (collectively, “Restricted Short Sales”). For the avoidance of doubt, the parties agree that (A) this Equity Support Agreement shall not, in whole or in part, constitute a Short Sale, (B) each Subscriber shall be permitted to effect a Short Sale of Equity Support Shares to the extent such Short Sale is necessary or appropriate for such Subscriber to facilitate a delivery of the corresponding number of the Issuer Ordinary Shares in freely transferable form without any restrictive legends through the facilities of the DTC from the Issuer or the Transfer Agent, as applicable, (C) the purchase of put options, sale of call options or delta negative trades in other equity-linked derivatives or securities with strike prices or the functional equivalent that are equal to or greater than the USD 10.40 shall not be deemed to be Short Sales, and (D) Short Sales, to the extent such Short Sale is a substitute or a replacement of a Short Sale that was not a Restricted Short Shale when entered into and is made by an affiliate of any Subscriber in connection with any novation of this Equity Support Agreement permitted hereunder shall not be prohibited by this Section 10. Further, the parties agree that the Total Shaolin Shares, or any portion thereof, may be pledged by the Subscribers in connection with bona fide margin agreements, which shall not be deemed to be a transfer, sale or assignment of such shares restricted by the provisions of this Section 10. The restrictions provided in this Section 10 shall cease to be binding upon the Subscribers (x) upon the occurrence of, and immediately from the date of, any Acceleration Event, if (A) a Registration Effectiveness Adjustment Event has occurred and is continuing or (B) the Registration Statement covering the resale of the Total Shaolin Shares is not effective for any other reason, in each case, as of the date of such Acceleration Event and (y) if any Acceleration Event has occurred and continuing, immediately from the date of any Registration Effectiveness Adjustment Event or if the Registration Statement covering the resale of the Total Shaolin Shares is not, or ceases to be effective, for any other reason, in each case, during the pendency of such Acceleration Event. For every Share for which each Subscriber directly or indirectly enters into a Restricted Short Sale at a Share price below $10.40, the Reference Price for an equal number of the Shares that are the Total Shaolin Shares shall be deemed to be $10.40.

Subscribers Covenant. Each Subscriber hereby agrees that, from and after the date hereof, none of such Subscriber, its controlled affiliates, or any person or entity acting on behalf of such Subscriber or any of its controlled affiliates or pursuant to any understanding with such Subscriber or any of its controlled affiliates shall enter into any Short Sales with respect to the equity or equity-linked securities of the Issuer, if applicable, at a price per Share share of Class A Common Stock (or, if such Short Sale is in the form of a derivative, at the strike price per Shareshare) less than $10.40USD 11.32; provided, however, that nothing in this PIPE Agreement shall prohibit Short Sales on any Registration Unavailability Day occurring on or following the occurrence of an Alteration Event until such Alteration Event is cured (if curable). For purposes of this Section 10, “Short Sales” shall include (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, including transactions through non-U.S. broker dealers or foreign regulated brokers, and (ii) all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis) (each, a “Restricted Short Sale”), but excluding this Equity Support PIPE Agreement and bona fide margin agreements to which such Subscriber may be or may become a party (collectively, “Restricted Short Sales”)party. For the avoidance of doubt, the parties agree that (A) each Subscriber shall be permitted to enter into this Equity Support Agreement shall not, in whole or in part, constitute a Short SalePIPE Agreement, (B) each Subscriber shall be permitted to effect a Short Sale of Equity Support Subscription Shares, PIPE Non-Redemption Shares or Underlying Shares to the extent such Short Sale is necessary or appropriate for such Subscriber to facilitate a delivery of the corresponding number of the Issuer Ordinary Shares shares of Class A Common Stock in freely transferable form without any restrictive legends through the facilities of the DTC from the Issuer or the Transfer Agent, as applicable, (C) the purchase of put options, sale of call options or delta negative trades in other equity-linked derivatives or securities with strike prices or the functional equivalent that are equal to or greater than the USD 10.40 11.32 shall not be deemed to be Short Sales, and (D) Short Sales, to the extent such Short Sale is a substitute or a replacement of a Short Sale that was not a Restricted Short Shale Sale when entered into and is made by an affiliate of any Subscriber in connection with any novation of this Equity Support PIPE Agreement permitted hereunder shall not be prohibited by this Section 10. Further, the parties agree that the Total Shaolin Registrable PIPE Shares, or any portion thereof, may be pledged by the Subscribers in connection with bona fide margin agreements, which shall not be deemed to be a transfer, sale or assignment of such shares restricted by the provisions of this Section 10. The restrictions provided in this Section 10 shall cease to be binding upon the Subscribers (x) upon the occurrence of, and immediately from the date of, any Acceleration Event, if (A) a Registration Effectiveness Adjustment Event has occurred and is continuing or (B) the Registration Statement covering the resale of the Total Shaolin Shares is not effective for any other reason, in each case, as of the date of such Acceleration Event and (y) if any Acceleration Event has occurred and continuing, immediately from the date of any Registration Effectiveness Adjustment Event or if the Registration Statement covering the resale of the Total Shaolin Shares is not, or ceases to be effective, for any other reason, in each case, during the pendency of such Acceleration Event. For every Share for which each Subscriber directly or indirectly enters into a Restricted Short Sale at a Share price below $10.40, the Reference Price for an equal number of the Shares that are the Total Shaolin Shares shall be deemed to be $10.40.