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 each of the Sponsor (so long as the Sponsor together with its Permitted Transferees and their respective affiliates hold, in the aggregate, Registrable Securities representing at least two percent (2.0%) of the then-outstanding Company Class A Ordinary Shares (including any Company Class A Ordinary Shares issuable upon exchange of any Company Class B Ordinary Shares and any Company Class A Ordinary Shares issuable upon exercise of any Assumed SPAC Warrants or Assumed Company Warrants) and Cheche Holders holding, in the aggregate, at least a majority of the Registrable Securities then outstanding that are held by all the Cheche Holders, the Company may make any person or entity who acquires Company Ordinary Shares or rights to acquire 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 Company Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary 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 Ordinary Shares.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 6.2 hereof, subject to the prior written consent of each of the Sponsor Sponsor, and each Wheels Up Holder (in each case, so long as the Sponsor together with such Holder and its Permitted Transferees and their respective affiliates hold, in the aggregate, Registrable Securities representing at least two percent (2.02%) of the then-outstanding Company Class A Ordinary Shares (including any Company Class A Ordinary Shares issuable upon exchange shares of any Company Class B Ordinary Shares and any Company Class A Ordinary Shares issuable upon exercise of any Assumed SPAC Warrants or Assumed Company Warrants) and Cheche Holders holding, in the aggregate, at least a majority Common Stock of the Registrable Securities then outstanding that are Company, taking into account any Wheels Up PI Units held by all the Cheche Holderssuch Holder and its affiliates on an as-converted basis), the Company may make any person or entity who acquires Company Ordinary Shares Common Stock or Wheels Up PI Units, or rights to acquire Company Ordinary Shares Common Stock or Wheels Up PI Units 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 Company Ordinary Shares Common Stock and Wheels Up PI Units then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary SharesCommon 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 Ordinary SharesCommon Stock.