Common use of No Short Sales Clause in Contracts

No Short Sales. Each Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination 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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if the Company enters into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference to or knowledge of the Purchaser’s investment in the Forward Purchase Shares.

No Short Sales. Each Purchaser Subscriber hereby agrees that that, from the date of this Subscription Agreement until the Closing Date (or earlier termination of this Subscription Agreement), neither it, Subscriber nor any person or entity Person acting on its behalf of Subscriber or pursuant to any understanding with it, Subscriber will engage in any Short Sales (as defined below) with respect to securities of the Company prior to Issuer and the Business Combination ClosingCompany, as applicable. For purposes of this Section 58, “Short Sales” shall include, without limitation, mean all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of short positions effected through any direct and or 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), each of such foregoing instruments that is naked short, and short or sales and or other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if the Company enters (i) nothing in this Section 8 shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s Subscription (including Subscriber’s controlled affiliates and/or affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such PurchaserInvestor’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers or desks managing other portions of such Investor’s assets, the restriction on Short Sales limitations set forth above in the first sentence of this Section 8 shall not only apply with respect to other the portion of assets managed by the portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference or desks that made the investment decision to or knowledge of purchase the Purchaser’s investment in the Forward Purchase SharesSubscribed Shares covered by this Subscription Agreement.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 56(c), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the foregoingcontrary set forth herein, if (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Company enters Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(c) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed Securities pursuant to this Agreement. The Company acknowledges and who make any Short Sales without reference agrees that, notwithstanding anything herein to or knowledge the contrary, the Subscribed Securities may be pledged by the Purchaser 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 Purchaser’s investment Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and the Purchaser effecting a pledge of Subscribed Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company 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 Subscribed Securities may be subject to contractual lock ups or prohibition on pledging (including specifically, but not by limitation, an acknowledgment that the Founder Shares are subject to such lock-up periods as are described in the Forward Purchase SharesRegistration Statement), the form of such acknowledgment to be subject to review and comment by the Company in all respects. Notwithstanding the foregoing, Subscriber shall not pledge the Subscribed Securities unless the terms of such pledge permit or require that voting control over any such pledged Subscribed Securities remains within the sole control of Subscriber.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closingclosing. For purposes of this Section 53.3, “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingforegoing Section 3.3, if the Company enters into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, nothing shall restrict the Purchaser will, or its affiliates from engaging in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference with respect to securities of the Company in the ordinary course of its public markets investment and trading activities, provided that such activities are conducted by employees, officers, directors, agents or knowledge consultants of the Purchaser or its affiliates that: (a) are effectively walled off by appropriate “ethical wall” information barriers in accordance with the Purchaser’s investment internal policies, procedures and guidelines, or (b) are not on the deal team of the Purchaser involved with this Agreement and (i) have not had and will not have access to any non-public information concerning the Company, and (ii) have not been and will not be given advice with respect to transacting in securities of the Forward Purchase SharesCompany by any person on the deal team of the Purchaser involved with this Agreement.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 55(c), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the foregoingcontrary set forth herein, if (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Company enters Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(c) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed Securities pursuant to this Agreement. The Company acknowledges and who make any Short Sales without reference agrees that, notwithstanding anything herein to or knowledge the contrary, the Subscribed Securities may be pledged by the Purchaser 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 Purchaser’s investment Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and the Purchaser effecting a pledge of Subscribed Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company 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 Subscribed Securities may be subject to contractual lock ups or prohibition on pledging (including specifically, but not by limitation, an acknowledgment that the Founder Shares are subject to such lock-up periods as are described in the Forward Purchase SharesRegistration Statement), the form of such acknowledgment to be subject to review and comment by the Company in all respects. Notwithstanding the foregoing, Subscriber shall not pledge the Subscribed Securities unless the terms of such pledge permit or require that voting control over any such pledged Subscribed Securities remains within the sole control of Subscriber.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 56(c), “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, puts, calls, swaps and similar arrangements (including on a total return basis), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the foregoingcontrary set forth herein, if (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Company enters Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(c) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed Securities pursuant to this Agreement. The Company acknowledges and who make any Short Sales without reference agrees that, notwithstanding anything herein to or knowledge the contrary, the Subscribed Securities may be pledged by the Purchaser 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 Purchaser’s investment Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and the Purchaser effecting a pledge of Subscribed Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company 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 Subscribed Securities may be subject to contractual lock ups or prohibition on pledging (including specifically, but not by limitation, an acknowledgment that the Founder Shares are subject to such lock-up periods as are described in the Forward Purchase SharesRegistration Statement), the form of such acknowledgment to be subject to review and comment by the Company in all respects. Notwithstanding the foregoing, Subscriber shall not pledge the Subscribed Securities unless the terms of such pledge permit or require that voting control over any such pledged Subscribed Securities remains within the sole control of Subscriber.

No Short Sales. Each Purchaser The Subscriber hereby agrees that that, from the date of this Agreement until the Effectiveness Date, neither it, Subscriber nor any person or entity acting on its behalf of Subscriber or pursuant to any understanding with it, Subscriber will engage in any Short Sales with respect to securities of the Company prior to Issuer or the Business Combination ClosingCompany. For purposes of this Section 58(i), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if (A) this Section 8(i) shall not apply to ordinary course, non-speculative hedging transactions entered into at a time when the Company enters into a purchase agreement in respect price of a private investment in public equity share of Company Class A Common Stock or an Issuer Share, as reported on the Trading Market, is above $10.00 (any such trade, a “PIPE AgreementPermitted Hedge”) (but Sections 8(j) and (k) shall apply), (B) nothing herein shall prohibit other entities under common management with a non-TPG Party Subscriber that either have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transaction (1including Subscriber’s controlled affiliates and/or affiliates) does not include a restriction on from entering into any Short Sales or and (2C) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such PurchaserSubscriber’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 restriction on Short Sales representation set forth above shall not only apply with respect to other the portion of assets managed by the portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference manager that made the investment decision to or knowledge of purchase the Purchaser’s investment in the Forward Purchase Subscriber Shares.

No Short Sales. Each Purchaser The Subscriber hereby agrees that that, from the date of this Subscription Agreement until the Closing, neither it, Subscriber nor any person or entity acting on its behalf of Subscriber or pursuant to any understanding with it, Subscriber will engage in any Short Sales with respect to securities of the Company prior to the Business Combination ClosingCompany. For purposes of this Section 56(i), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if (A) 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 Company enters Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2B) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such PurchaserSubscriber’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 restriction on Short Sales representation set forth above shall not only apply with respect to other the portion of assets managed by the portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference manager that made the investment decision to or knowledge of purchase the Purchaser’s investment in the Forward Purchase Subscriber Shares.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 54(c), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the foregoingcontrary set forth herein, if (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Company enters Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(d) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed Securities pursuant to this Agreement. The Company acknowledges and who make any Short Sales without reference agrees that, notwithstanding anything herein to or knowledge the contrary, the Subscribed Securities may be pledged by the Purchaser 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 Purchaser’s investment Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Forward Purchase SharesSecurities Act at the time of such pledge, and the Purchaser effecting a pledge of Subscribed Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company 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 Subscribed Securities are not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Company in all respects.

No Short Sales. Each Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closingclosing. For purposes of this Section 53.3, “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoingforegoing Section 3.3, if the Company enters into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of nothing shall restrict a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage other portions of such Purchaser’s assets and who make or its affiliates from engaging in any Short Sales without reference with respect to securities of the Company in the ordinary course of its public markets investment and trading activities, provided that such activities are conducted by employees, officers, directors, agents or knowledge consultants of the Purchaser or its affiliates that: (a) are effectively walled off by appropriate “ethical wall” information barriers in accordance with the Purchaser’s investment internal policies, procedures and guidelines, or (b) are not on the deal team of the Purchaser involved with this Agreement and (i) have not had and will not have access to any non-public information concerning the Company, and (ii) have not been and will not be given advice with respect to transacting in securities of the Forward Purchase SharesCompany by any person on the deal team of the Purchaser involved with this Agreement.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes of this Section 56, “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if the Company enters into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference to or knowledge of the Purchaser’s investment in the Forward Purchase Shares.

No Short Sales. Each The Purchaser hereby agrees that that, neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 56.1(d), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the foregoingcontrary set forth herein, if (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Company enters Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(d) shall only apply with respect to the portion of assets and who make any Short Sales without reference managed by the portfolio manager that made the investment decision to or knowledge purchase the amount of the Purchaser’s investment in the Forward Purchase SharesSubscribed Securities pursuant to this Agreement.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 56(c), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act. Notwithstanding anything to the contrary set forth herein, and all types (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Purchaser that have no knowledge of direct and indirect stock pledges (other than pledges this Agreement or of the Purchaser’s participation in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements transactions contemplated in this Agreement (including on a total return basis), each of such foregoing instruments that is naked short, and short sales and the Purchaser’s controlled affiliates and/or other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if the Company enters affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(c) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Securities pursuant to this Agreement. The Company acknowledges and who make agrees that, notwithstanding anything herein to the contrary, the Securities may be pledged by the Purchaser 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 in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and the Purchaser effecting a pledge of Securities shall not be required to provide the Company with any Short Sales without reference notice thereof; provided, however, that neither the Company nor its counsel shall be required to take any action (or knowledge 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 Securities may be subject to contractual lock ups or prohibition on pledging (including specifically, but not by limitation, an acknowledgment that the Founder Shares are subject to such lock-up periods as are described in the Registration Statement), the form of such acknowledgment to be subject to review and comment by the Company in all respects. Notwithstanding the foregoing, Purchaser shall not pledge the Securities unless the terms of such pledge permit or require that voting control over any such pledged Securities remains within the sole control of the Purchaser’s investment in the Forward Purchase Shares.

No Short Sales. Each The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with itbehalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination ClosingCombination. For purposes of this Section 55(d), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the foregoingcontrary set forth herein, if (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with the Company enters Purchaser that have no knowledge of this Agreement or of the Purchaser’s participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, assets and the restriction on Short Sales set forth above shall not apply to other portfolio managers who manage have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 5(d) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed Securities pursuant to this Agreement. The Company acknowledges and who make any Short Sales without reference agrees that, notwithstanding anything herein to or knowledge the contrary, the Subscribed Securities may be pledged by the Purchaser 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 Purchaser’s investment Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Forward Purchase SharesSecurities Act at the time of such pledge, and the Purchaser effecting a pledge of Subscribed Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company 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 Subscribed Securities are not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Company in all respects.

No Short Sales. Each Purchaser hereby The Investor agrees that neither itthat, nor from the date of this Subscription Agreement until the Closing, or until the earlier termination of this Subscription Agreement in accordance with Section 10 of this Subscription Agreement, none of the Investor or any person or entity acting on its behalf or of the Investor pursuant to any understanding with it, the Investor will engage in any Short Sales (as defined below) with respect to securities of the Company prior to the Business Combination ClosingDynamics. For the purposes of this Section 5hereof, “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), each of such foregoing instruments that is naked short, and short sales and other short transactions including through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding This Section 8 shall not apply to any sale (including the foregoingvalid exercise of any redemption right) of securities of Dynamics (i) held by the Investor, if its controlled affiliates or any person or entity acting on behalf of the Company enters into a purchase agreement Investor or any of its controlled affiliates prior to the execution of this Subscription Agreement, or (ii) purchased by the Investor, its controlled affiliates or any person or entity acting on behalf of the Investor or any of its controlled affiliates in respect open market transactions after the execution of a private investment in public equity (a “PIPE this Subscription Agreement”) with a . Further, for the avoidance of doubt, this Section 8 shall not apply to ordinary course, non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreementspeculative hedging transactions. Notwithstanding the foregoing, in (a) nothing herein shall prohibit other entities under common management with the case Investor that have no knowledge of a Purchaser that this Subscription Agreement or of the Investor’s subscription for Subscribed Shares pursuant to this Subscription Agreement (including the Investor’s affiliates) from entering into any Short Sales, and (b) if the Investor is a multi-managed investment vehicle vehicle, whereby separate portfolio managers manage separate portions of such Purchaserthe Investor’s assets, and the restriction on Short Sales portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor’s assets, then, in each case, the agreement set forth above shall not only apply with respect to other portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference to or knowledge the portion of the Purchaser’s assets managed by the portfolio manager that made the investment in decision to purchase the Forward Purchase SharesSubscribed Shares to be issued pursuant to this Subscription Agreement.

No Short Sales. Each Purchaser The Subscriber hereby agrees that that, from the date of this Agreement until the Closing Date, neither it, Subscriber nor any person or entity acting on its behalf of Subscriber or pursuant to any understanding with it, Subscriber will engage in any Short Sales with respect to securities of the Company prior to the Business Combination ClosingIssuer. For purposes of this Section 56(h), “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), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, if (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 Company enters Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into a purchase agreement in respect of a private investment in public equity (a “PIPE Agreement”) with a non-TPG Party that either (1) does not include a restriction on any Short Sales or and (2ii) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such PurchaserSubscriber’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 restriction on Short Sales representation set forth above shall not only apply with respect to other the portion of assets managed by the portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference manager that made the investment decision to or knowledge of purchase the Purchaser’s investment in the Forward Purchase Subscriber Preferred Shares.

No Short Sales. Each Purchaser hereby The Investor agrees that neither itthat, nor from the date of this Subscription Agreement through the Closing Date, or until the earlier termination of this Subscription Agreement in accordance with Section 10 of this Subscription Agreement, none of the Investor or any person or entity acting on its behalf or of the Investor pursuant to any understanding with it, the Investor will engage in any Short Sales (as defined below) with respect to securities of the Company prior to the Business Combination ClosingDynamics. For the purposes of this Section 5hereof, “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), each of such foregoing instruments that is naked short, and short sales and other short transactions including through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding This Section 8 shall not apply to any sale (including the foregoingvalid exercise of any redemption right) of securities of Dynamics (i) held by the Investor, if its controlled affiliates or any person or entity acting on behalf of the Company enters into a purchase agreement Investor or any of its controlled affiliates prior to the execution of this Subscription Agreement, or (ii) purchased by the Investor, its controlled affiliates or any person or entity acting on behalf of the Investor or any of its controlled affiliates in respect open market transactions after the execution of a private investment in public equity (a “PIPE this Subscription Agreement”) with a . Further, for the avoidance of doubt, this Section 8 shall not apply to ordinary course, non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will, in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on Short Sales contained in the PIPE Agreementspeculative hedging transactions. Notwithstanding the foregoing, in (a) nothing herein shall prohibit other entities under common management with the case Investor that have no knowledge of a Purchaser that this Subscription Agreement or of the Investor’s subscription for the Note pursuant to this Subscription Agreement (including the Investor’s affiliates) from entering into any Short Sales, and (b) if the Investor is a multi-managed investment vehicle vehicle, whereby separate portfolio managers manage separate portions of such Purchaserthe Investor’s assets, and the restriction on Short Sales portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor’s assets, then, in each case, the agreement set forth above shall not only apply with respect to other portfolio managers who manage other portions of such Purchaser’s assets and who make any Short Sales without reference to or knowledge the portion of the Purchaser’s assets managed by the portfolio manager that made the investment in decision to purchase the Forward Purchase SharesNote to be issued pursuant to this Subscription Agreement.