Common use of Conversion Restriction Clause in Contracts

Conversion Restriction. Notwithstanding the foregoing or anything else in this Certificate of Designations to the contrary, no Holder shall have the right to acquire shares of Class A Common Stock, and the Company shall not be required to issue shares of Class A Common Stock to such Holder, in excess of such Holder’s Individual Holder Share Cap (the “Conversion Restriction”), unless the Company shall have obtained the Requisite Stockholder Approval. Any purported delivery of shares of Class A Common Stock upon conversion of the Series A-1 Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any Holder becoming the beneficial owner of shares of Class A Common Stock outstanding at such time in excess of such Holder’s Individual Holder Share Cap. For the avoidance of doubt, a Holder may effect a conversion of its shares of Series A-1 Preferred Stock pursuant to this Section 6 up to such Holder’s Individual Holder Share Cap, in each case subject to the other applicable requirements of this Certificate of Designations. If any consideration otherwise due upon the conversion of any Series A-1 Preferred Stock pursuant to this Section 6 is not delivered as a result of the Conversion Restriction, then the Company’s obligation to deliver such consideration will not be extinguished, and the Company will deliver such consideration as soon as reasonably practicable after the Holder of such Series A-1 Preferred Stock provides written evidence satisfactory to the Company that such delivery will not contravene the Conversion Restriction. A Holder will provide such evidence as soon as reasonably practicable after its beneficial ownership is such that additional shares of Class A Common Stock issuable upon conversion of the Series A-1 Preferred Stock may be delivered without contravening the Conversion Restriction. Further, notwithstanding the foregoing or anything else in this Certificate of Designations to the contrary (but subject to waiver pursuant to Section 19), the Elevance Group and the GH Group shall not have the right to acquire shares of Class A Common Stock, and the Company shall not issue shares of Class A Common Stock to the Elevance Group or the GH Group, in excess of the Elevance Share Cap or the GH Share Cap, respectively.

Conversion Restriction. Notwithstanding the foregoing or anything else in this Certificate of Designations herein to the contrary, at no Holder shall have the right to acquire shares time may a holder of Class A Common StockPreference Shares convert (or have its Class A Preference Shares converted pursuant to a Redemption) the Class A Preference Shares if the number of Class A Ordinary Shares to be issued pursuant to such conversion or Redemption would exceed, when aggregated with all other Class A Ordinary Shares owned by such holder at such time, the number of Class A Ordinary Shares which would result in such holder owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Company shall not be required to issue shares rules thereunder) more than 4.99% of all of the Class A Ordinary Shares outstanding at such time; provided, however, that upon a holder of Class A Common Stock Preference Shares providing the Company with sixty-one (61) days’ notice (pursuant to such Holder, in excess of such Holder’s Individual Holder Share Cap Section 6(g) hereof) (the “Conversion RestrictionWaiver Notice”) that such holder would like to waive this Section 6(m) of this Certificate of Designation with regard to any or all Class A Ordinary Shares issuable upon conversion of Class A Preference Shares, this Section 6(m) shall be of no force or effect with regard to those Class A Preference Shares referenced in the Waiver Notice, Notwithstanding the foregoing, in no instance shall the Company issue that number of Ordinary Shares to any holder of Class A Preference Shares such that the holder would be the beneficial owner of more than 9.99% of all of the Class A Ordinary Shares outstanding at such time. This 9.99% limitation may not be waived. Further, and notwithstanding anything herein to the contrary, the aggregate number of Class A Ordinary Shares that the Company may issue in connection with the conversion of Class A Preference Shares as provided for herein may not exceed that number of shares which equals 19.99% of the Company’s issued and outstanding Class A Ordinary Shares as of the initial Issuance Date (rounded down to the nearest full share) (the “Exchange Cap”), unless shareholder approval is obtained to issue more than the Exchange Cap in accordance with the rules of the principal market for the Class A Ordinary Shares, provided that the Company shall have obtained the Requisite Stockholder Approval. Any purported delivery of shares of Class A Common Stock upon conversion of the Series A-1 Preferred Stock will be void and have no effect to the extent, but only to the extent, that may or may not seek such delivery would result shareholder approval in any Holder becoming the beneficial owner of shares of Class A Common Stock outstanding at such time in excess of such Holder’s Individual Holder Share Cap. For the avoidance of doubt, a Holder may effect a conversion of its shares of Series A-1 Preferred Stock pursuant to this Section 6 up to such Holder’s Individual Holder Share Cap, in each case subject to the other applicable requirements of this Certificate of Designations. If any consideration otherwise due upon the conversion of any Series A-1 Preferred Stock pursuant to this Section 6 is not delivered as a result of the Conversion Restriction, then the Company’s obligation to deliver such consideration will not be extinguished, and the Company will deliver such consideration as soon as reasonably practicable after the Holder of such Series A-1 Preferred Stock provides written evidence satisfactory to the Company that such delivery will not contravene the Conversion Restriction. A Holder will provide such evidence as soon as reasonably practicable after its beneficial ownership is such that additional shares of Class A Common Stock issuable upon conversion of the Series A-1 Preferred Stock may be delivered without contravening the Conversion Restriction. Further, notwithstanding the foregoing or anything else in this Certificate of Designations to the contrary (but subject to waiver pursuant to Section 19), the Elevance Group and the GH Group shall not have the right to acquire shares of Class A Common Stock, and the Company shall not issue shares of Class A Common Stock to the Elevance Group or the GH Group, in excess of the Elevance Share Cap or the GH Share Cap, respectivelysole discretion.