Common use of Additional Holders; Joinder Clause in Contracts

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, subject to the prior written consent of each of the Sponsor, and each Wheels Up Holder (in each case, so long as such Holder and its affiliates hold, in the aggregate, at least two percent (2%) of the outstanding shares of Common Stock of the Company, taking into account any Wheels Up PI Units held by such Holder and its affiliates on an as-converted basis), the Company may make any person or entity who acquires Common Stock or Wheels Up PI Units, or rights to acquire Common Stock or Wheels Up PI Units after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock and Wheels Up PI Units then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 5.2 hereof, subject to the prior written consent of each of the Sponsor, and each Wheels Up Holder Sponsor (in each case, so long as such Holder the Sponsor together with its Permitted Transferees and its their respective affiliates hold, in the aggregate, Registrable Securities representing at least two percent (22.0%) of the then-outstanding shares Company Class A Ordinary Shares (including any Company Class A Ordinary Shares issuable upon exchange of Common Stock any Company Class B Ordinary Shares and any Company Class A Ordinary Shares issuable upon exercise of any Assumed SPAC Warrants or Assumed Company Warrants) and Cheche Holders holding, in the aggregate, at least a majority of the Company, taking into account any Wheels Up PI Units Registrable Securities then outstanding that are held by such Holder and its affiliates on an as-converted basis)all the Cheche Holders, the Company may make any person or entity who acquires Common Stock or Wheels Up PI Units, Company Ordinary Shares or rights to acquire Common Stock or Wheels Up PI Units Company Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock and Wheels Up PI Units Company Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common StockOrdinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common StockOrdinary Shares.

Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, subject to the prior written consent of each of the Sponsor, each CHI Holder and each Wheels Up Holder Investor Stockholder (in each case, so long as such Holder and its affiliates hold, in the aggregate, at least two five percent (25%) of the outstanding shares of Class A Common Stock of the Company, taking into account any Wheels Up PI Units shares of Class B Common Stock held by such Holder and its affiliates on an as-converted basis), the Company may make any person or entity who acquires Class A Common Stock or Wheels Up PI Units, or rights to acquire Class A Common Stock or Wheels Up PI Units Class B Common Stock or rights to acquire Class B Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Class A Common Stock and Wheels Up PI Units or Class B Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.