Common use of Additional Holders; Joinder Clause in Contracts

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of (i) each of (x) the Sponsor, or (y) following any dissolution of the Sponsor and assignment of rights to the Sponsor Members pursuant to Section 5.2, the Sponsor Managers (so long as the Sponsor Members, together with their affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock), (ii) each Investor Stockholder, (iii) each Director Holder (in the case of an Investor Stockholder or a Director Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock), (iv) each Target Founder and (v) each Target Holder (in the case of a Target Founder or a Target Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding shares of Common Stock), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of (i) each of (x) the Sponsor, or (y) following any dissolution of the Sponsor and assignment of rights to the Sponsor Members pursuant to Section 5.2, the Sponsor Managers (so long as the Sponsor Members, together with its Permitted Transferees and their respective affiliates hold, in the aggregate, Registrable Securities representing at least one two percent (12.0%) of the then-outstanding shares Company Class A Ordinary Shares (including any Company Class A Ordinary Shares issuable upon exchange of Common Stock), (ii) each Investor Stockholder, (iii) each Director Holder (in the case any Company Class B Ordinary Shares and any Company Class A Ordinary Shares issuable upon exercise of an Investor Stockholder any Assumed SPAC Warrants or a Director Holder, so long as such Holder(sAssumed Company Warrants) and its affiliates holdCheche Holders holding, in the aggregate, at least one percent (1%) a majority of the Registrable Securities then outstanding shares of Common Stock), (iv) each Target Founder and (v) each Target Holder (in that are held by all the case of a Target Founder or a Target Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding shares of Common Stock)Cheche Holders, the Company may make any person or entity who acquires Common Stock Company Ordinary Shares or rights to acquire Common Stock Company Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock Company Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common StockOrdinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common StockOrdinary Shares.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of (i) each of (x) the Sponsor, or (y) following any dissolution of the Sponsor and assignment of rights to the Sponsor Members pursuant to Section 5.2, the Sponsor Managers (Managers, so long as the Sponsor Members, Members together with the Investor Stockholders and their respective affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock)Ordinary Shares, (ii) each Investor Stockholder, (iii) each Director Holder (in the case of an Investor Stockholder or a Director Holder, KKCG for so long as such Holder(s) and its affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock), (iv) each Target Founder and (v) each Target Holder (in the case of a Target Founder or a Target Holder, so long as such Holder(s) it and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding shares Ordinary Shares; and (iii) Apollo for so long as it and its affiliates hold, in the aggregate, at least three percent (3%) of Common Stock)the outstanding Ordinary Shares, the Company may make any person or entity who acquires Common Stock Ordinary Shares or rights to acquire Common Stock Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common StockOrdinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common StockOrdinary Shares.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of (i) each of (xa) the SponsorSponsor Holders (taken as a whole), or (yb) following any dissolution the Founder (taken as a whole) and (c) a majority-in-interest of the Existing SuperBac Shareholders other than the Founder (taken as a whole) (in each case, so long as each of the Sponsor and assignment of rights to the Sponsor Members pursuant to Section 5.2Holders (taken as a whole), the Sponsor Managers Founder (so long taken as a whole) and a majority-in-interest of the Sponsor MembersExisting SuperBac Shareholders other than the Founder (taken as a whole), together with their affiliates holdas applicable, holds in the aggregate, at least one five percent (15%) of the outstanding shares of Common Stock), (ii) each Investor Stockholder, (iii) each Director Holder (in the case of an Investor Stockholder or a Director Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock), (iv) each Target Founder and (v) each Target Holder (in the case of a Target Founder or a Target Holder, so long as such Holder(s) and its affiliates hold, in the aggregate, at least three percent (3%) of the outstanding shares of Common StockOrdinary Shares), the Company may make any person or entity who acquires Common Stock Ordinary Shares or rights to acquire Common Stock Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common StockOrdinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common StockOrdinary Shares.