Common use of Additional Agreements Acknowledgements and Waivers of the Purchaser Clause in Contracts

Additional Agreements Acknowledgements and Waivers of the Purchaser. (a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares until 30 days after the completion of the initial Partnering Transaction. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares are permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of PCPC Holdings, LLC (“sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Purchaser, or any employees of any such affiliates; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Partnering Transaction at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Partnering Transaction; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Partnering Transaction; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “

Additional Agreements Acknowledgements and Waivers of the Purchaser. (a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Securities ( including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase Rights or Warrants) until 30 days after the completion of the initial Partnering Transaction. Notwithstanding the foregoingBusiness Combination; provided, however, that Transfers of the Forward Purchase Securities (including the Class A Shares are issued or issuable upon the exercise of any such rights or warrants) shall be permitted to the following transferees (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of PCPC Holdings, LLC (“sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Purchaser, or any employees affiliates of any such affiliatesthe Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Partnering Transaction Business Combination at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Partnering TransactionBusiness Combination; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Partnering TransactionBusiness Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (IG) above; (KI) to the Purchaser or any Transferee hereunder; (LJ) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (MK) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (LI), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “

Additional Agreements Acknowledgements and Waivers of the Purchaser. (a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the Forward Purchase Shares and Forward Purchase Warrants, including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until 30 days after the completion of the initial Partnering TransactionBusiness Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Units (and the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrants) are permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of PCPC Holdings, LLC (“sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Purchaser, or any employees affiliates of any such affiliatesthe Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Partnering Transaction the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased; (F) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (G) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (H) in the event of the Company’s liquidation prior to the completion of a Partnering Transactionthe Company’s Business Combination; or (GI) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Partnering Transactionthe Company’s Business Combination; (HJ) as a distribution to limited partners, members or stockholders shareholders of the Purchaser; (IK) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (JL) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (IK) above; (KM) to the Purchaser or any Transferee hereunderpursuant to Section 4(b) hereof; (LN) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (MO) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (EF) and (HJ) through (LN), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “