| Founder Shares |
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The earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. |
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Disciplined
Growth Sponsor LLC
Robert Wotczak
At-risk capital investors
Emma Dell’Acqua
John W. Heilshorn
Aaron Spool
Michael Faber
John Ziegelman
Jay Gettenberg |
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Transfers permitted (a) to our officers, directors, advisors or
consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the
sponsor or their respective affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any
employees of such affiliates (or in the case of the at-risk capital investors, to any person, provided that, prior to any transfer
of any founder shares by the at-risk capital investors, such person must enter into a written agreement agreeing to be bound by the
terms of the subscription agreements entered into with us and the at-risk capital investors);, (b) in the case of an individual,
as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate
family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by
private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension
of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which
the shares or rights were originally purchased; (f) pro rata distributions from our sponsor to its respective members, partners or
shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the
laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (h) in
the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to
our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which
results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property
or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g);
provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. |