UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Alight, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

0001844744

(CUSIP Number)

Turner Herbert, 211 Corniche, PO Box 3600, Abu Dhabi, United Arab Emirates. +971 2 4150000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 17, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 0001844744

13D/A

Page 2 of 10

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abu Dhabi Investment Authority

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Emirate of Abu Dhabi, United Arab Emirates

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0

	8	SHARED VOTING POWER
		29,955,499

	9	SOLE DISPOSITIVE POWER
		0

	10	SHARED DISPOSITIVE POWER
		29,955,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	29,955,499

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.5% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (2)

(1)

Based on a total of 464,365,807 shares of Class A Common Stock (as defined below) of the Company (as defined below) outstanding, as reported in the Prospectus Supplement dated November 14, 2022 to the Prospectus dated April 20, 2022 with respect to the Public Offering (as defined below), filed by the Company with the Securities and Exchange Commission (the “SEC”).

(2)

Abu Dhabi Investment Authority (“ADIA”) is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi as an independent investment institution. ADIA is wholly owned and subject to constitutional supervision by the Government of the Emirate of Abu Dhabi. ADIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives. Platinum Falcon (as defined below) is an indirect wholly owned subsidiary of ADIA. Pursuant to the rules and regulations of the SEC, ADIA may be deemed to be the beneficial owner of the shares of Class A Common Stock directly held by Platinum Falcon.

CUSIP No. 0001844744

13D/A

Page 3 of 10

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Platinum Falcon B 2018 RSC Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0

	8	SHARED VOTING POWER
		29,955,499

	9	SOLE DISPOSITIVE POWER
		0

	10	SHARED DISPOSITIVE POWER
		29,955,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	29,955,499

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.5% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)	Platinum Falcon B 2018 RSC Limited (“Platinum Falcon”) is the direct owner of 29,955,499 shares of Class A Common Stock reported herein.

(2)	Based on a total of 464,365,807 shares of Class A Common Stock of the Company outstanding, as reported in the Prospectus Supplement dated November 14, 2022 to the Prospectus dated April 20, 2022 with respect to the Public Offering, filed by the Company with the SEC.

CUSIP No. 0001844744

13D/A

Page 4 of 10

Amendment No. 1 to Schedule 13D

This Amendment No. 1 (this “First Amendment”) to Schedule 13D amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) on July 12, 2021 (the “Statement”) with respect to Class A common stock, par value $0.0001 (the “Class A Common Stock”) of Alight, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 4 Overlook Point, Lincolnshire, Illinois 60069. Except as specifically provided herein, this First Amendment does not modify any of the information previously reported in the Statement. Unless otherwise indicated, capitalized terms used but not defined in this First Amendment have the meanings ascribed to such terms in the Statement.

Item 2. Identity and Background

Schedules 1 and 2 of the Statement are hereby amended by deleting the previous responses in their entirety and replacing them with Schedules 1 and 2, respectively, of this First Amendment.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Statement is hereby amended by supplementing the previous response with the following:

Underwriting Agreement

On November 14, 2022, in connection with the public offering of the shares of Class A Common Stock (the “Public Offering”), an underwriting agreement was entered into by and among the Issuer, Alight Holding Company, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, the other underwriters named therein (collectively the “Underwriters”), Platinum Falcon and the other selling stockholders named therein (the “Underwriting Agreement”), pursuant to which Platinum Falcon sold, on November 17, 2022, 3,251,922 shares of Class A Common Stock to the Underwriters at a price of $7.46 per share of Class A Common Stock in accordance with the terms and conditions of the Underwriting Agreement. Pursuant to the Underwriting Agreement, Platinum Falcon granted the Underwriters an option to purchase additional 487,788 shares of Class A Common Stock (the “Option Shares”) at a price of $7.46 per share of Class A Common Stock (i) at any time before the closing date of the Public Offering and (ii) at any time, from time to time thereafter within 30 days after the date of the Underwriting Agreement. The Underwriters exercised their option to purchase the Option Shares, and Platinum Falcon sold the Option Shares to the Underwrites on November 17, 2022.

Lock-up Agreement

In connection with the Public Offering, pursuant to the Underwriting Agreement, on November 14, 2022, Platinum Falcon executed a lock-up agreement (the “Lock-up Agreement”), pursuant to which and subject to specified exceptions, it agreed for a period starting on the date of the Lock-up Agreement and continuing until, and including, the date that is 75 days after the date of the final prospectus relating to the Public Offering, not to, without the prior written consent of the Representatives (as defined in the Lock-up Agreement), among other matters, directly or indirectly, (i) offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Class A Common Stock or enter into any Hedging Transaction (as defined in the Lock-up Agreement) relating to the Class A Common Stock (each of the foregoing referred to as a “Disposition”), or (ii) publicly announce the intention to make such a Disposition.

CUSIP No. 0001844744

13D/A

Page 5 of 10

The foregoing summary of the Lock-up Agreement is not intended to be complete, and is qualified in entirety by reference to the full text of the Lock-up Agreement, a copy of which is included as Exhibit 99.4 and which is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

The responses set forth in Items 5(a)-5(c) of the Statement are hereby amended by deleting the previous responses in their entirety and replacing them with the following:

(a) Platinum Falcon is the direct beneficial owner of 29,955,499 shares of Class A Common Stock, representing 6.5% of the shares of Class A Common Stock outstanding.

Platinum Falcon is the direct owner of 1,088,850 unvested shares of non-voting Class B-1 common stock of the Issuer. The non-voting Class B-1 common stock will vest and convert into shares of Class A Common Stock on a one-for-one basis if the volume-weighted average price (“VWAP”) of the Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation). As the vesting of non-voting Class B-1 common stock is dependent on company performance criteria not within the control of Platinum Falcon, Platinum Falcon does not beneficially own any Class A Common Stock by virtue of its ownership of the non-voting Class B-1 common stock.

Platinum Falcon is the direct owner of 1,088,850 unvested shares of non-voting Class B-2 common stock of the Issuer. The non-voting Class B-2 common stock will vest and convert into shares of Class A Common Stock on a one-for-one basis if the VWAP of the Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation). As the vesting of non-voting Class B-2 common stock is dependent on company performance criteria not within the control of Platinum Falcon, Platinum Falcon does not beneficially own any Class A Common Stock by virtue of its ownership of the non-voting Class B-2 common stock.

Platinum Falcon is the direct owner of (i) 1,203,710 unvested shares of Class Z-A common stock of the Issuer; (ii) 65,442 unvested shares of Class Z-B-1 common stock of the Issuer; and (iii) 65,442 unvested shares of Class Z-B-2 common stock of the Issuer (together with the Class Z-A Common Stock and the Class Z-B-1 Common Stock, the “Class Z Common Stock”). The Class Z Common Stock is unvested, non-economic and non-voting and is intended to allow for the re-allocation of the consideration paid to the holders of unvested management equity in Tempo Holding to the other pre-closing equity holders of Tempo Holding in the event such equity is forfeited under the terms of the applicable award agreement and will only vest in connection with any such forfeiture. Upon vesting, the shares of Class Z-A common stock, Class Z-B-1 common stock and Class Z-B-2 common stock will convert, on a one-for-one basis, into shares of Class A Common Stock, Class B-1 common stock and Class B-2 common stock, respectively; provided, however, that if at the time of such conversion into Class B-1 common stock or Class B-2 common stock, the Class B-1 common stock and the Class B-2 common stock are to vest and convert into Class A Common Stock, then the shares of Class Z-B-1 common stock and Class Z-B-2 common stock shall convert directly into shares of Class A Common Stock on a one-for-one basis. As the vesting of Class Z Common Stock is dependent on events outside the control of Platinum Falcon, Platinum Falcon does not beneficially own any Class A Common Stock by virtue of its ownership of the Class Z Common Stock.

ADIA is the indirect beneficial owner of 29,955,499 shares of Class A Common Stock mentioned above, representing 6.5% of the shares of Class A Common Stock outstanding, by virtue of ADIA’s 100% indirect ownership of Platinum Falcon.

CUSIP No. 0001844744

13D/A

Page 6 of 10

(b) Platinum Falcon has the power to vote or to direct the vote or dispose or direct the disposition of 29,955,499 shares of Class A Common Stock, representing 6.5% of the Issuer, which it shares with ADIA by virtue of ADIA’s indirect beneficial ownership of Platinum Falcon, and with the Issuer pursuant to the Investor Rights Agreement (as defined under Item 6 below), as described in more detail under Item 6, which description is hereby incorporated herein by reference.

ADIA has the power to vote or to direct the vote or dispose or direct the disposition of 29,955,499 shares of Class A Common Stock, representing 6.5% of the Issuer, which it shares with Platinum Falcon by virtue of ADIA’s indirect beneficial ownership of Platinum Falcon, and with the Issuer pursuant to the Investor Rights Agreement.

The calculation of the beneficial ownership information set forth in Item 5(a) and 5(b) is based on a total of 464,365,807 shares of Class A Common Stock of the Company, as reported in the Prospectus Supplement dated November 14, 2022 to the Prospectus dated April 20, 2022 with respect to the Public Offering, filed by the Company with the SEC.

(c) On November 17, 2022, Platinum Falcon sold 3,251,922 shares of Class A Common Stock to the Underwriters at a price of $7.46 per share of Class A Common Stock pursuant to the terms and conditions of the Underwriting Agreement. The Underwriters exercised their option to purchase the Option Shares at a price of $7.46 per share of Class A Common Stock, and Platinum Falcon sold the Option Shares to the Underwriters on November 17, 2022. Except as disclosed in the immediately preceding sentence, to the knowledge of the Reporting Persons, none of the persons named in Item 2 has effected any transaction in the securities of the Issuer during the past 60 days.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Statement is hereby amended by adding the following disclosure after the paragraph with the header “Aon Deferred Consideration Agreements”.

The information set forth in Item 4 of this First Amendment is incorporated by reference in its entirety into this Item 6.

CUSIP No. 0001844744

13D/A

Page 7 of 10

Item 7.

Material to be Filed as Exhibits

EXHIBIT INDEX

Exhibit Number	Description

99.1*	Joint Filing Agreement, dated July 12, 2021, between the Abu Dhabi Investment Authority and Platinum Falcon B 2018 RSC Limited.
99.2*	Investor Rights Agreement.
99.3*	Registration Rights Agreement.
99.4	Lock-up Agreement, dated November 14, 2022, executed by Platinum Falcon B 2018 RSC Limited.

*	Previously filed as an Exhibit to the Schedule 13D filed with the SEC on July 12, 2021.

CUSIP No. 0001844744

13D/A

Page 8 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ABU DHABI INVESTMENT AUTHORITY

/s/ Hamad Shahwan AlDhaheri

By: Hamad Shahwan AlDhaheri

Title: Authorized Signatory

/s/ Saif Surour AlMashghouni

By: Saif Surour AlMashghouni

Title: Authorized Signatory

PLATINUM FALCON B 2018 RSC LIMITED

/s/ Sultan Ahmed Al Junaibi

By: Sultan Ahmed Al Junaibi

Title: Authorized Signatory

/s/ Ahmed Salem AlNeyadi

By: Ahmed Salem AlNeyadi

Title: Authorized Signatory

CUSIP No. 0001844744

13D/A

Page 9 of 10

SCHEDULE 1

Schedule 1 sets forth the Managing Director and the members of the Investment Committee of ADIA.

Name	Business Address	Present Principal Occupation	Citizenship
H.H. Sheikh Hamed bin Zayed Al Nahyan	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Managing Director and Investment Committee Member	United Arab Emirates
H.H. Sheikh Mohammed bin Khalifa bin Zayed Al Nahyan	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
H.E. Khalil Mohammed Sharif Foulathi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Majed Salem Khalifa Rashed Alromaithi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Khalifa Matar Khalifa Saif Almheiri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Hamad Shahwan Surour Shahwan Aldhaheri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Juma Khamis Mugheer Jaber Alkhyeli	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Mohamed Rashid Mohamed Obaid Al Mheiri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Dhaen Mohamed Al Hameli	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Nasser Shotait Al Ketbi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates

CUSIP No. 0001844744

13D/A

Page 10 of 10

SCHEDULE 2

Schedule 2 sets forth the executive officers and the members of the board of directors of Platinum Falcon B 2018 RSC Limited.

Name	Business Address	Present Principal Occupation	Citizenship
Sultan Ahmed Abdulla Alawi Al Junaibi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mubarak Awad Qanazel Khniban AlAmeri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Hamad Shahwan Surour Shahwan AlDhaheri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Saif Surour Omair Maaded AlMashghouni	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mohamed Fahed Mohamed Abdulla AlMazrouei	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mohamed Hamad Sari Ahmed AlMazrouei	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Ahmed Salem Abdulla Melaih AlNeyadi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Rawdha Abdulrahman Abdulla Sultan AlRumaithi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates

Exhibit 99.4

Execution Version

LOCK-UP AGREEMENT

November 14, 2022

Alight, Inc.

4 Overlook Point

Lincolnshire, Illinois 60069

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

As Representatives of the Several Underwriters

Ladies and Gentlemen:

The undersigned understands that J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Alight, Inc. (the “Company”), Alight Holding Company, LLC and the selling stockholders named in Schedule I to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering by the Underwriters, including the Representatives, of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Public Offering”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Underwriting Agreement.

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned agrees that, without the prior written consent of the Representatives, the undersigned will not, directly or indirectly, (i) offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Common Stock (including, without limitation, shares of Common Stock of the Company which may be deemed to be beneficially owned by the undersigned currently or hereafter in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), shares of Common Stock which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for Common Stock) or enter into any Hedging Transaction (as defined below) relating to the Common Stock (each of the foregoing referred to as a “Disposition”), or (ii) publicly announce the intention to make such a Disposition during the period specified in the following paragraph (the “Lock-Up Period”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

The Lock-Up Period will commence on the date hereof and continue until, and include, the date that is 75 days after the date of the final prospectus relating to the Public Offering.

Notwithstanding anything otherwise to the contrary herein, the foregoing restrictions shall not be applicable to (A) transfers of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestacy upon death of the undersigned; (B) transfers of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or gifts; (C) distributions of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock to the undersigned’s stockholders, partners or members; (D) in connection with the exchange of LLC Units (as defined in the Underwriting Agreement) for shares of Common Stock; (E) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock to (x) a member or members of the undersigned’s immediate family (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or to a trust, the beneficiaries of which are exclusively the undersigned or a member or members of his or her immediate family or (y) a corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the undersigned, or is wholly owned by the undersigned and/or by members of the undersigned’s immediate family and any entity directly or indirectly wholly owned by the Government of the Emirate of Abu Dhabi; (F) the transfer of Common Stock to the Company or Alight Holding Company, LLC, a Delaware limited liability company (the “Operating Company”), pursuant to the “cashless” exercise at expiration of options granted pursuant to any employee equity incentive plan of the Company outstanding at or prior to the Closing Date and referred to in the Registration Statement, the General Disclosure Package and the Prospectus (each, an “Incentive Plan”), provided that any filings required to be made with the Commission or other public announcement made regarding the same will indicate that such transactions relate to such “cashless” exercise of options; (G) transfers of Common Stock to the Company or the Operating Company in respect of tax withholding payments due upon the exercise at expiration of options or the vesting of restricted stock grants pursuant to any Incentive Plan, in each case made on a “cashless” basis, provided that any filings required to be made with the Commission or other public announcement made regarding the same will indicate that such transactions relate to such tax withholding payments; (H) the transfer of Common Stock and/or LLC Units to charitable organization transferees or recipients (including any direct or indirect member or partner of the undersigned that receives such shares of Common Stock or LLC Units pursuant to a distribution in-kind to such member or partner and is subject to restrictions requiring such shares of Common Stock and/or LLC Units to be transferred only to charitable organizations pursuant to clause (B) above) in an aggregate amount, together with any such transfers pursuant to any substantially similar lock- up agreement with the Representatives, not to exceed 1.00% of the outstanding shares of Common Stock; (I) the pledge, hypothecation or other granting of a security interest in Common Stock or securities convertible into or exchangeable for shares of Common Stock to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Common Stock or such securities, provided that the undersigned or the Company, as the case may be, shall provide the Representatives prior written notice informing them of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest; (J) the entry into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act, and (K) transfers of Common Stock to the Underwriters pursuant to the Underwriting Agreement, provided that, in the case of clause (J), (i) sales under any such trading plan may not occur during the Lock-Up Period, (ii) the entry into such trading plan is not required to be reported in any public report or filing with the Commission, (iii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such the entry into such trading plan (in the case of (ii) and (iii), other than general disclosure in Company periodic reports to the effect that Company officers may enter into such trading plans from time to time, but that no sales thereunder will occur within the Lock-Up Period), provided, further that, with respect to clauses (B), (C) and (E), it shall be a condition to the transfer that (i) the transferee, donee, distributee or trustee, as the case may be, execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up Agreement, (ii) any such transfer shall not involve a disposition for value, other than with respect to any such transfer for which the transferor or distributor receives (a) equity interest of such transferee or (b) such transferee’s interests in the transferor, (iii) the undersigned does not voluntarily effect any public reports or filings regarding such reduction of beneficial ownership of shares of Common Stock, and (iv) if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares of Common Stock is required to be made during the Lock-Up Period (a) the undersigned shall provide the Representatives prior written notice informing them of such report or filing and (b) such report or filing shall disclose that such transferee, donee, distributee or trustee, as the case may be, agrees to be bound in writing by the restrictions set forth herein.

The undersigned agrees that in order to ensure compliance with this Lock-Up Agreement, the Company may cause the transfer agent for the Company to note stop transfer instructions with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder or beneficial owner.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The Underwriters agree that if any Major Holder (as defined below) party to a lock-up agreement in connection with the Public Offering is in any way released from, or receives a waiver of, any of its obligations pursuant to such lock-up agreement (including by amendment to the lock-up agreement or otherwise) (a “Released Party”), the undersigned will be similarly and contemporaneously released or waived from its obligations hereunder (which for the avoidance of doubt will include a release or waiver of the same percent of shares of Common Stock as the percent of shares of Common Stock held by the Released Party that are subject to the release or waiver, with such percentage calculated by reference to the aggregate number of shares of Common Stock beneficially owned by the Released Party and persons or entities, if any, identified as associated with such Released Party in a footnote to the beneficial ownership table under the caption “Selling Stockholders” of the prospectus relating to the Public Offering). The Representatives shall provide at least three business days’ written notice to the Company prior to the effective date of any such release or waiver (such date, the “Release Date”), stating the percentage of shares held by such Released Party to be released, with the understanding that the Company shall use commercially reasonable efforts to notify the undersigned that the same percentage of shares held by the undersigned as is held by the Released Party shall be released from the restrictions set forth herein on the Release Date. For purposes of this Lock-Up Agreement, each of the following persons is a “Major Holder”: each officer and director of the Company and each Co-Investor, as such term is defined in the Registration Rights Agreement.

Notwithstanding anything herein to the contrary, if for any reason (i) the Underwriting Agreement does not become effective on or before December 31, 2022, (ii) the Underwriting Agreement shall be terminated prior to the Closing Date or (iii) the Company notifies the Representatives in writing, that the Company does not intend to proceed with the Public Offering, this Lock-Up Agreement shall automatically terminate and be of no further force or effect.

This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

This Lock-Up Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes, and all parties hereto agree that neither this Lock-Up Agreement, nor any part thereof, shall be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Common Stock and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to the undersigned in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to the undersigned to participate in the Public Offering, enter into this Lock-Up Agreement, or sell any shares of Common Stock at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.

* * * * * * *

Entities

	Platinum Falcon B 2018 RSC Limited
Name of Entity

By: /s/ Mohamed Hamad AlMazrouei

Name: Mohamed Hamad AlMazrouei
Title: Director

By:	/s/ Mubarak Awad Alameri
Name: Mubarak Awad Alameri
Title: Director

[Signature Page to Lock-Up Agreement]