Common use of No Hedging Clause in Contracts

No Hedging. Subscriber hereby agrees that, from the date of this Subscription Agreement until the earlier of the Closing or the termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities covered by this Subscription Agreement. PubCo and MBSC represent and warrant to Subscriber that the Other Subscribers are bound by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly with respect to the Shares during the period from the date of this Subscription Agreement until through the PIPE Closing (or such earlier of the Closing or the termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingcontrary set forth herein, (i) nothing herein in this Section 6.2 shall prohibit other any entities under common management or that share an investment adviser with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 6.2 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo The Issuer acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber shall not be required to Subscriber provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Issuer in all respects.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales or engage in other hedging transactions of any kind with respect to the Acquired Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage ). Nothing in any this Section 9 shall prohibit such persons from engaging in hedging activities or execute Short Sales transactions with respect to other securities of MBSC prior to the Closing. For purposes of this Section 5Company, including Class A Shares acquired in open market purchases, so long as such person does not create any “Short Sales” shall include, without limitation, all “short salesput equivalent position,” as such term is defined in Rule 200 promulgated under Regulation SHO 16a-1 under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in or short sale positions, with respect to the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokersAcquired Shares. Notwithstanding the foregoing, (i) nothing herein shall prohibit other any entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions transactions contemplated hereby (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales and short sales; (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 9 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo and MBSC represent and warrant to Subscriber that the Other Subscribers are bound by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales or engage in other hedging transactions of any kind with respect to the Acquired Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement Agreement). Notwithstanding anything to the contrary set forth herein, nothing in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage this Section 7(b) shall prohibit such persons from engaging in any hedging activities or execute Short Sales transactions with respect to other securities of MBSC prior to the Closing. For purposes of this Section 5Issuer, including Class A Ordinary Shares or Class A Common Stock acquired in open market purchases, so long as such person does not create any “Short Sales” shall include, without limitation, all “short salesput equivalent position,” as such term is defined in Rule 200 promulgated under Regulation SHO 16a-1 under the Exchange Act, and all types of direct and indirect stock pledges (or short sale positions, with respect to the Acquired Shares, nor shall this Section 7(b) prohibit any other than pledges in investment adviser with the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with Subscriber that have has no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment bank or vehicle whereby separate portfolio managers or desks manage separate portions of such Subscriber’s assets and the portfolio managers or desks have no knowledge of the investment decisions made by the portfolio managers or desks managing other portions of such Subscriber’s assets, the representation set forth above this Section 7(b) shall only apply with respect to the portion of assets managed by the portfolio manager or desk that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo and MBSC represent and warrant to Subscriber that the Other Subscribers are bound by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly with respect to the Acquired Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingcontrary set forth herein, (i) nothing herein in this Section 7(b) shall prohibit other any entities under common management or that share an investment adviser with the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 7(b) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo The Issuer acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Acquired Shares shall not be required to Subscriber provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Acquired Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Issuer in all respects.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind with respect to the Acquired Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingcontrary set forth herein, (i) nothing herein in this Section 7(b) shall prohibit other any entities under common management or that share an investment advisor with the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 7(b) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Subscription Amount covered by this Subscription Agreement. PubCo The Issuer acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Acquired Shares shall not be required to Subscriber provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Acquired Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Issuer in all respects.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly with respect to the Acquired Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingcontrary set forth herein, (i) nothing herein in this Section 7(b) shall prohibit other any entities under common management or that share an investment adviser with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 7(b) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo The Issuer acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Acquired Shares shall not be required to Subscriber provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Acquired Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Issuer in all respects.

No Hedging. Subscriber The Investor hereby agrees that, from the date of this Subscription Agreement until the earlier of the Closing or the earlier termination of this Subscription Agreement in accordance with its termsAgreement, none of Subscriber or neither the Investor nor any person or entity acting on behalf of Subscriber the Investor or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, the Investor will engage in any hedging activities or execute Short Sales (as defined below) with respect to securities of MBSC prior to the ClosingSPAC or PubCo. For purposes of this Section 5Subscription Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock share pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, bought puts, sold calls, short swaps and similar arrangements (including on a total return basis), and sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) the first sentence of this Section 9 shall not apply to ordinary course, non-speculative hedging transactions (x) entered into during the period from the date hereof until the date on which the Proxy/Registration Statement (as defined in the Business Combination Agreement) is declared effective by the SEC and (y) at a time when the price of a Class A ordinary share of SPAC, as reported on the New York Stock Exchange, is above $10.00 (any such trade, a “Permitted Hedge”), so long as the Investor promptly informs SPAC in writing of the number of shares subject to the Permitted Hedge, (ii) nothing herein shall prohibit other entities under common management with Subscriber the Investor that have no knowledge of this Subscription Agreement or of Subscriberthe Investor’s participation in the Transactions Placement (including Subscriberthe Investor’s controlled affiliates and/or affiliates) from entering into any Short Sales and (iiiii) in to the case of a Subscriber extent that the Investor is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriberthe Investor’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriberthe Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities covered by this Subscription Agreement. PubCo and MBSC represent and warrant to Subscriber that the Other Subscribers are bound by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Subscribed ADSs.

No Hedging. Subscriber The Investor hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind with respect to the Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingcontrary set forth herein, (i) nothing herein in this Section 10 shall prohibit other any entities under common management or that share an investment advisor with Subscriber the Investor that have no knowledge of this Subscription Agreement or of Subscriberthe Investor’s participation in the Transactions this transaction (including Subscriberthe Investor’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such SubscriberInvestor’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such SubscriberInvestor’s assets, the representation set forth above this Section 10 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Subscription Amount covered by this Subscription Agreement. PubCo JAWS acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by the Investor in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and the Investor effecting a pledge of the Shares shall not be required to Subscriber provide JAWS with any notice thereof; provided, however, that neither JAWS nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5JAWS in all respects.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly with respect to the Shares during the period from the date of this Subscription Agreement until through 6 months after the date of this Subscription Agreement (or such earlier of the Closing or the termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingcontrary set forth herein, (i) nothing herein in this Section 6.2 shall prohibit other any entities under common management or that share an investment adviser with the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 6.2 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo The Issuer acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Shares shall not be required to Subscriber provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Issuer in all respects.

No Hedging. Subscriber hereby agrees thatthat neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly with respect to the Acquired Shares during the period from the date of this Subscription Agreement until the earlier of through the Closing (or the such earlier termination of this Subscription Agreement in accordance with its terms, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales with respect to securities of MBSC prior Agreement). Notwithstanding anything to the Closing. For purposes of contrary set forth herein, nothing in this Section 5, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i7(b) nothing herein shall prohibit other any entities under common management or that share an investment adviser with the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transactions transactions contemplated hereby (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales short sales or engaging in other hedging transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above this Section 7(b) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Securities Shares covered by this Subscription Agreement. PubCo The Issuer acknowledges and MBSC represent agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and warrant in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Acquired Shares shall not be required to Subscriber provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Other Subscribers Acquired Shares are bound not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by an agreement pursuant to the Other Subscription Agreements, that is substantially identical to this Section 5Issuer in all respects.