Common use of No Transfer Clause in Contracts

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC Seller Representative or (z) to an Affiliate of Sponsor a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACPurchaser, agreeing to be bound by this Agreement to the same extent as Sponsor such Purchaser Stockholder was with respect to such its transferred Subject SharesShares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, Sponsor each Purchaser Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any optionoption or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject ShareShares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Mergerset forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Purchaser Stockholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Purchaser Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and voidvoid ab initio. Sponsor Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Company and SPAC Seller Representative that Sponsor such Purchaser Stockholder shall not request that SPAC Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares or Purchaser Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) Agreement or upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the First Acquisition Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than the Tan Proxies and other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents Shareholders’ Agreement as of the date hereof, the ESOP as of the date hereof and as it may be amended as permitted under the Business Combination Agreement and the Company Charter as of the date hereof and as it may be amended with respect to the matters described in Section 6.1 of the Company Disclosure Letter or any other amendment approved by SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Shareholder agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, other Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Shares (i) pursuant to this Agreement, (ii) upon the consent of the Company and SPAC, (iii) between Sponsor and any of its Affiliates (and any of Sponsor’s and its affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), and (iv) by virtue of Sponsor’s Organizational Documents upon liquidation or dissolution of Sponsor, so long as, in each case of clauses (i) through (iv), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill Sponsor’s obligations under this Agreement and the Merger Agreement is not relinquished or prior to and as a condition to the effectiveness of any such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was with respect to such transferred Subject Shares); provided, further, that in the case of clause (iv), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, Agreement or the Merger Agreement, Agreement or other Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor any Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC, and (C) by virtue of such Shareholder’s Organizational Documents upon liquidation or dissolution of such Shareholder; provided that, in each case of clauses (A) through (C), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Shareholder’s obligations under this Agreement is not relinquished or prior to, and as a condition to the effectiveness of any such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clause (C), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Each Founder Holder agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares. Each Founder Holder hereby agrees not to, and not to permit any Person under such Founder Holder’s control to deposit any of such Founder Holder’s Subject Shares in a voting trust or subject any of the Subject Shares owned beneficially or of record by such Founder Holder to any arrangement with respect to the voting of such Subject Shares other than agreements entered into with Company.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First MergerMergers, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, any existing voting arrangements expressly forth in the Letter Agreement, the Merger Agreement, Agreement or other Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor any Founder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Founder Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC, (C) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, (D) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (E) in the case of an individual, pursuant to a qualified domestic relations order, (F) in the case of an individual, pursuant to a charitable gift or contribution, and (G) in the case of an entity, by virtue of such Founder Shareholder’s Organizational Documents upon liquidation or dissolution of such Founder Shareholder; provided that, in each case of clauses (A) through (G), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Founder Shareholder’s obligations under this Agreement is not relinquished or prior to, and as a condition to the effectiveness of any such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Founder Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clauses (D), (E) or (F), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First MergerMergers, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, any existing voting arrangements expressly forth in the Letter Agreement, the Merger Agreement, Agreement or other Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Shares (w) pursuant to this Agreement, (x) between Sponsor and any of the Permitted Transferees (provided that prior notice of such transfer shall be given to the Company and such Permitted Transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), (y) upon the consent of the Company and SPAC, and (z) by virtue of Sponsor’s Organizational Documents upon liquidation or dissolution of Sponsor; provided, further, that in the case of clause (z), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees withFor purpose of this Section 4.2, and covenants to, the Company and SPAC that Sponsor “Permitted Transferee” shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing mean any of the Subject SharesCrescent Cove Capital Management and Crescent Cove Advisors.

No Transfer. Other than (x) pursuant to this Agreement, the Amended and Restated Business Combination Agreement, including in connection with the Goal Merger, or the Ancillary Documents, (y) upon the consent of the Company and SPAC DV Shareholders Representative or (z) to an Affiliate of Sponsor a Goal Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACGoal, agreeing to be bound by this Agreement to the same extent as Sponsor such Goal Stockholder was with respect to such its transferred Subject SharesShares or Goal Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, Sponsor each Goal Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any optionoption or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject ShareShares or Goal Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares or Goal Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Goal Stockholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Goal Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Goal Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and voidvoid ab initio. Sponsor Each Goal Stockholder agrees with, and covenants to, Goal and the Company and SPAC DV Shareholders Representative that Sponsor such Goal Stockholder shall not request that SPAC Goal register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares or Goal Warrants, as applicable.

No Transfer. Other than (xa) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory Prior to the Company and SPACExpiration Time, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, no Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject ShareShares owned by such Sponsor, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares owned by such Sponsor, whether (iii) grant any such transaction is proxies or powers of attorney with respect to be settled by delivery any or all of such securities, in cash or otherwiseSponsor’s Subject Shares, or (civ) take any action with the intent to prevent, impede, interfere with or adversely affect such Sponsor’s ability to perform its obligations under this Sponsor Support Agreement or (v) publicly announce any intention to effect any transaction specified in clause (ai) or (bii); provided, however, that (x) if a Sponsor is an individual, such Sponsor may Transfer any such Subject Shares (A) to any member of such Sponsor’s immediate family, or to a trust for the actions specified in clauses benefit of such Sponsor or any member of such Sponsor’s immediate family, the sole trustees of which are such Sponsor and/or any member of such Sponsor’s immediate family, (a)-(c)B) by will, collectivelyother testamentary document or under the laws of intestacy upon the death of such Sponsor or (C) to any other Sponsor or (y) if a Sponsor is an entity, such Sponsor may Transfer any Subject Shares to another Sponsor or an Affiliate of a Sponsor (a “Permitted Transfer”); provided, other than pursuant further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the First Mergertransferee also agrees to assume all of the obligations of such Sponsor under, (ii) grant and be bound by all of the terms of, this Sponsor Support Agreement; provided, further, that any proxies or powers Transfer permitted under this Section 1.3 shall not relieve a Sponsor of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan its obligations under this Sponsor Support Agreement. Any Transfer in violation of Subject Shares), or enter into any other agreement, this Section 1.3 with respect to any a Sponsor’s Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken in violation of the preceding sentence will Shares shall be null and void. Notwithstanding the foregoing, nothing in this Sponsor agrees with, Support Agreement shall prohibit direct or indirect transfers of equity or other interests in SponsorCo so long as RedBall SponsorCo GP LLC and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Sharesits Affiliates continue to Control SponsorCo.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACPurchaser, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACPurchaser, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Founder Holder agrees with, and covenants to, Purchaser and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. (a) Other than (xa) pursuant to this Agreement, Agreement or (yb) upon the prior written consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contracts, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Merger, Pre-Merger Reorganization; (ii) grant any proxies or powers (other than a proxy granted to a representative of attorney such Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, ; (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrectincorrect in any material respect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions. Any actions or take any other action attempted or enter into any Contracts that would reasonably be expected to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing make any of its representations or warranties contained herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrect in any material respect or would have the Subject Shareseffect of preventing or delaying such Shareholder from performing any of its obligations hereunder.

No Transfer. Other than (x) pursuant to this AgreementDeed, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of each Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor Party shall not, directly or indirectly, (i) (a) lend, sell, offer to selltransfer, contract tender, grant, charge, mortgage, pledge or agree to sell, hypothecate, pledgeotherwise encumber, grant any optiona security interest in, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Initial Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of such Sponsor Party herein untrue or incorrectincorrect in any material respect, or would reasonably be expected to have the effect of preventing or disabling such Sponsor Party from performing its material obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Sponsor Party from performing any of its material obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Each Sponsor Party hereby authorizes and requests SPAC to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Deed places limits on the voting of the Subject Shares). Each Sponsor Party agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that such Sponsor Party shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the its Subject Shares.

No Transfer. (a) Other than (xi) pursuant to this Agreement, Agreement or (yii) upon the prior written consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, such Sponsor Party shall not, directly or indirectly, (i) (aA) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Securities to any Person other than pursuant to the First Merger, ; (iiB) grant any proxies or powers (other than a proxy granted to a representative of attorney such Sponsor Party to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject SharesSecurities), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, Securities; (iiiC) take any action that would reasonably be expected to make any representation or warranty of such Sponsor Party herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrectincorrect in any material respect, or would reasonably be expected to have the effect of preventing or disabling such Sponsor Party from performing its obligations hereunder, ; or (ivD) commit or agree to take any of the foregoing actions. Any actions or take any other action attempted or enter into any Contract that would reasonably be expected to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing make any of its representations or warranties contained herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrect in any material respect or would have the Subject Shareseffect of preventing or delaying such Sponsor Party from performing any of its obligations hereunder.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor shall notno Major SPAC Shareholder shall, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First MergerMerger or as set forth in this Agreement or any other Transaction Agreements, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, other Transaction Agreements or the voting and other arrangements under the SPAC Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor any Major SPAC Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor any Major SPAC Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, any Major SPAC Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC, (C) between such Major SPAC Shareholder and any of its Affiliates (and any of such Major SPAC Shareholder’s and its Affiliates’ respective executive officers and directors), or to any other Major SPAC Shareholder or such other person’s officers, directors, members, family members or other Affiliates (including any Affiliate of any member of Sponsor), (D) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, (E) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (F) in the case of an individual, pursuant to a qualified domestic relations order, (G) in the case of an individual, pursuant to a charitable gift or contribution, (H) by virtue of such Major SPAC Shareholder’s Organizational Documents upon liquidation or dissolution of such Major SPAC Shareholder, and (I) as disclosed on Section 7.02(a) of the SPAC Disclosure Schedules, so long as, in each case of clauses (A) through (I), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Major SPAC Shareholder’s obligations under this Agreement and the Merger Agreement is not relinquished or prior to, and as a condition to the effectiveness of any such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Major SPAC Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clauses (E), (F), and (H), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any Securities Laws, or would reasonably be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Each Major SPAC Shareholder agrees with, and covenants to, the Company and SPAC that Sponsor such Major SPAC Shareholder shall not request that SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe SPAC Effective Time, (yb) upon such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01 (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of SPAC, each Sponsor Party shall not, without the prior written consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectlyCompany, (i) (a) sell, offer to sell, assign, transfer (including by operation of law), contract or agree to sell, redeem, hypothecate, pledge, distribute, dispose of or otherwise encumber, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectlyindirectly (other than pursuant to any non-redemption agreements previously entered into by SPAC and the Sponsor and any non-redemption agreements that may be entered into by SPAC and the Sponsor in connection with the Business Combination), file (or participate in the filing of) a proxy statement or a registration statement with the SEC (other than the Proxy Statement and Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations with respect to any Subject Securities owned by such Sponsor Party or any options, warrants or right to acquire SPAC shares, or otherwise agree to do any of the Securities and Exchange Commission promulgated thereunder, any Subject Shareforegoing (unless the transferee agrees to be bound by this Support Agreement in a form reasonably acceptable to the Company), (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesSecurities owned by such Sponsor Party, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (iii) deposit any of the Subject Securities in a voting trust, enter into a voting agreement or subject any of the Subject Securities to any arrangement with respect to the voting of such Subject Securities, pursuant to this Support Agreement, or (civ) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ci), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares).

No Transfer. Other than (xa) pursuant to this Agreement, (y) upon During the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from period commencing on the date hereof and ending on the earlier to occur of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) the XxxxxXxxxxxx.xxx Effective Time and (aii) the valid termination of the Merger Agreement in accordance with its terms (the earlier of such dates, the “Termination Date”), no Required Member shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange ActAct (collectively “Transfer”), and the rules and regulations with respect to any shares of the Securities and Exchange Commission promulgated thereunderAcquiror Common Stock, any Subject Shareunits of Acquiror (“Acquiror Units”), Acquiror Warrants, or any other Equity Securities of Acquiror that such Required Member owns or acquires record or beneficial ownership of after the date hereof until the Termination Date, (bcollectively, the “Subject Acquiror Equity Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, Acquiror Equity Securities or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii); provided, however, that nothing herein shall prohibit a Transfer of any Subject Acquiror Equity Securities with the prior written consent of Acquiror and the Company (which consent shall not be unreasonably withheld, conditioned, or delayed) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant by private sales made at or prior to the First Mergerconsummation of the Merger if, (iias a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and Acquiror, to assume all of the obligations of the transferring Required Member under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 2(a) grant any proxies or powers shall not relieve the transferring Shareholder of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan its obligations under this Agreement. Any Transfer in violation of Subject Shares), or enter into any other agreement, this Section 2(a) with respect to any the Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken in violation of the preceding sentence will Acquiror Equity Securities shall be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement or the Business Combination Agreement, (y) upon the written consent of the Company Xxxxxxx and SPAC or (z) to an Affiliate of Sponsor such Xxxxxxx Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company SPAC and SPAC, Xxxxxxx agreeing to be bound by this Agreement to the same extent as Sponsor such Xxxxxxx Shareholder was with respect to such transferred Subject Xxxxxxx Shareholder Shares), from the date of this Agreement until the earlier of (1) the date of termination of this AgreementAgreement and (2) the Closing Date, Sponsor such Xxxxxxx Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject ShareXxxxxxx Shareholder Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Xxxxxxx Shareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Xxxxxxx Shareholder Shares to any Person other than pursuant to in accordance with the First MergerBusiness Combination Agreement and the Transactions, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Xxxxxxx Shareholder Shares), or enter into any other agreement, with respect to any Subject Xxxxxxx Shareholder Shares, in each case, other than as set forth in this Agreement, the Merger Business Combination Agreement, Transaction Agreements any shareholders’ agreement to be entered into in place of the Xxxxxxx Shareholders Agreement (if applicable), or the voting and other arrangements under the Organizational Documents of SPACXxxxxxx Governing Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Xxxxxxx Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Xxxxxxx Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that makes any of its representations or warranties contained herein untrue or incorrect in any material respect or would have the effect of preventing or materially delaying such Xxxxxxx Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees withEach Xxxxxxx Shareholder agrees, and covenants to, SPAC, PubCo, Xxxxxxx and the Company and SPAC Company, that Sponsor such Xxxxxxx Shareholder shall not request that SPAC Xxxxxxx register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Xxxxxxx Shareholder Shares, and Xxxxxxx shall not recognize any such Transfer.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Agreement or any Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Shareholder may make Transfers of the Subject Shares (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC, and (z) by virtue of such Shareholder’s Organizational Documents upon liquidation or dissolution of such Shareholder; provided, further, that in the case of clause (z), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe Effective Time, (yb) upon such date and time as the consent Milk Equity Purchase Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of the Company clauses (a) and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Sharesb), from the date “Expiration Time”) and (c) the liquidation of this Agreement until the date of termination of this AgreementAcquiror, each Sponsor Party shall not, directly or indirectlyexcept in each case pursuant to the Merger Agreement, the Milk Equity Purchase Agreement and the transactions contemplated thereby (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject ShareShares or Subject Warrants, (bii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Sponsor Agreement, (iii) enter into any swap swap, engage in hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares or Subject Warrants owned by such Sponsor Party, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (civ) publicly announce any intention to effect any transaction specified in clause (ai) or through (biii) (the actions specified in clauses (a)-(ci)-(iv), collectively, a “Transfer”); provided, other than pursuant however, that the foregoing shall not prohibit Transfers between such Sponsor Party and any Affiliate of such Sponsor Party, so long as, prior to and as a condition to the First Mergereffectiveness of any such Transfer, (ii) grant such Affiliate executes and delivers to Acquiror and the Equityholder Representative a joinder to this Sponsor Agreement in substantially the form attached hereto as Annex A; provided, further, that any proxies or powers Transfer permitted under this Section 1.2 shall not relieve such Sponsor Party of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsunder this Sponsor Agreement. Any action attempted to be taken Transfer in violation of the preceding sentence will this Section 1.2 shall be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other From the date hereof and until the Merger Closing, Shareholder shall not, directly or indirectly (other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC other parties hereto or (z) to an Affiliate of Sponsor Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACother parties hereto, agreeing to be bound by this Agreement to the same extent as Sponsor Shareholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly), (i) (a) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunderthereunder with respect to, any of the Subject ShareShares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares, whether any such transaction is to be settled by delivery of such securitiesSubject Shares, in cash or otherwise, or (c) publicly announce make public announcement of any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First MergerMerger and the other Transactions, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), ) or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger AgreementAgreement and Plan of Merger, other Transaction Agreements Documents or the voting and other arrangements under the Organizational Governing Documents of SPACPubCo, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Shareholder agrees with, and covenants to, the Company SPAC and SPAC PubCo that Sponsor Shareholder shall not request that SPAC PubCo register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) Transfer by such Shareholder to his wholly owned Subsidiaries (subject to such wholly owned Subsidiary entering into a written agreement agreeing to be bound by the terms and conditions of this Agreement), or (c) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Acquisition Merger, ; (ii) grant any proxies (other than as set forth in this Agreement or powers a proxy granted to a representative of attorney such Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, ; (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Shareholder hereby authorizes and requests SPAC or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Such Shareholder agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares in violation of this Section 5.2.

No Transfer. Other than (xw) pursuant to this Agreement, (yx) upon the written consent of Purchaser, (y) in connection with any transaction financing contemplated by the Company and SPAC Business Combination Agreement, or (z) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Purchaser’s Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Founder Hxxxxx agrees with, and covenants to, Purchaser and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor such SPAC Insider shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this the Business Combination Agreement, other Transaction Documents or any existing voting arrangements expressly set forth in the Merger Letter Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such SPAC Insider herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor any SPAC Insider from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any Notwithstanding the foregoing, such SPAC Insider may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) to SPAC for no consideration for cancellation pursuant to the Non-Redemption Agreements, (C) upon the consent of the Company and SPAC, (D) between SPAC Insider and any of its Affiliates (and any of SPAC Insider’s and its Affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as SPAC Insider was with respect to such transferred Subject Shares), and (E) by virtue of SPAC Insider’s Organizational Documents upon liquidation or dissolution of such SPAC Insider, so long as, in each case of clauses (A) through (E), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such SPAC Insider’s obligations under this Agreement and the Business Combination Agreement is not relinquished or prior to and as a condition to the effectiveness of any such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such SPAC Insider was with respect to such transferred Subject Shares); provided, further, that in the case of clause (E), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Proxy/Registration Statement being declared effective under the Securities Act. Each SPAC Insider acknowledges that any action attempted to be taken in violation of the preceding sentence will shall be null and void. Sponsor Each SPAC Insider agrees with, and covenants to, the Company and SPAC that Sponsor such SPAC Insider shall not request that SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares in violation of this Section 4.2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (ia) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (bii) enter into any “short sale” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, all types of direct and indirect stock pledge (other than pledge in the ordinary course of business as part of prime brokerage arrangements), forward sales contract, option, put, call, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, including through non-U.S. broker dealers or foreign regulated brokers, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci) to (iii), collectively, “Transfer”), other than pursuant to the First Merger, (iib) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this the Business Combination Agreement, the Merger Agreement, Transaction Ancillary Agreements or the voting and other arrangements under the Organizational Documents of SPACPAQC Governing Document, (iiic) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (ivd) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and PAQC, (C) between Sponsor and any of its Affiliates and any of Sponsor’s and its Affiliates’ respective executive officers and directors, and (D) by virtue of Sponsor’s organizational documents upon liquidation, dissolution or distribution, provided that in each case of clauses (A) through (D, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and PAQC, agreeing to be bound by this Agreement to the same extent as Sponsor has been with respect to such transferred Subject Shares. Any action attempted to be taken in violation of the preceding sentence this Section 4.02 will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC PAQC that Sponsor shall not request that SPAC PAQC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares, unless the Transfer is permitted by this ‎Section 4.02.

No Transfer. Other than (xa) pursuant to this Agreement, Agreement or (yb) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares)Company, from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Initial Merger, ; (ii) grant any proxies (other than as set forth in this Agreement or powers a proxy granted to a representative of attorney Sponsor to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, ; (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Sponsor agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares in violation of this Section 5.2.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the written consent of SPAC, (c) in connection with any transaction financing contemplated by the Company and SPAC Merger Agreement, or (zd) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (iw) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Share, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First MergerMergers, (iix) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the SPAC’s Organizational Documents of SPACDocuments, (iiiy) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (ivz) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Founder Holder agrees with, and covenants to, SPAC and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC Purchaser or (z) to an Affiliate of Sponsor such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACPurchaser, agreeing to be bound by this Agreement to the same extent as Sponsor such transferring Shareholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Shareholder agrees with, and covenants to, Purchaser and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor such Company Shareholder shall not, directly or indirectly, (i) (aa)(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any of such Company Shareholder’s Subject Share, (bii) enter into any “short sale” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, all types of direct and indirect stock pledge (other than pledge in the ordinary course of business as part of prime brokerage arrangements), forward sales contract, option, put, call, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Company Shareholder’s Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, including through non-U.S. broker dealers or foreign regulated brokers or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci) to (iii), collectively, “Transfer”), other than pursuant to the First Merger, (iib) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of any of such Company Shareholder’s Subject Shares), or enter into any other agreement, with respect to any such Subject Shares, in each case, other than as set forth in this the Business Combination Agreement, the Merger Agreement, Transaction Ancillary Agreements or the voting and other arrangements under the Organizational Documents organizational documents of SPACthe Company, (iiic) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Company Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Company Shareholder from performing its obligations hereunder, or (ivd) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Company Shareholder may make Transfers of such Company Shareholder’s Subject Shares, (A) pursuant to this Agreement or such Company Shareholder’s redemption rights under the memorandum and articles of association of the Company, (B) upon the consent of the Company and PAQC, (C) between such Company Shareholder and any of its Affiliates and any of such Company Shareholder’s and its Affiliates’ respective executive officers and directors (which Affiliates shall include any investment fund or other entity managing or managed by such Company Shareholder or Affiliates of such Company Shareholder, or who shares a common investment advisor with such Company Shareholder), (D) in the case such Company Shareholder is an individual, (i) by gift to a member of such individual’s immediate family, to a trust, the beneficiary of which is a member of such individual’s immediate family or an affiliate of such person, (ii) by virtue of laws of descent and distribution upon death of such individual, (iii) pursuant to a qualified domestic relations order and (iv) pursuant to a charitable gift or contribution, and (E) by virtue of such Company Shareholder’s organizational documents upon liquidation or dissolution of such Company Shareholder, provided that, in each case of clauses (A) through (E), such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and PAQC, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was with respect to such transferred Subject Shares; provided, further, in the case of clauses (D) and (E), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Applicable Laws. Any action attempted to be taken in violation of the preceding sentence this Section 4.02 will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest to occur of (xa) pursuant to this Agreementthe Effective Time, (yb) upon such date and time as the consent Business Combination Agreement shall be terminated in accordance with Section 9.01 (Termination) thereof (the earlier of the Company (a) and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Sharesb), from the date “Expiration Time”) and (c) the liquidation of this Agreement until the date of termination of this AgreementAcquiror, Sponsor shall not, directly or indirectly, not (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Acquiror Sponsor Shares or Acquiror Sponsor Warrants owned by Sponsor (“Subject ShareSecurities”), (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesAcquiror Sponsor Shares or Acquiror Sponsor Warrants owned by Sponsor (clauses (i) and (ii) collectively, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, “Transfer”) or (ciii) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to this Agreement and with the First Mergerconsent of the Company; provided, however, that the foregoing shall not prohibit Transfers (A) by Sponsor to any of its affiliates (and any of Sponsor’s and its affiliates’ respective executive officers and directors), so long as, prior to and as a condition to the effectiveness of any such Transfer, such affiliate or person executes and delivers to the Company a joinder to this Agreement in a form reasonably acceptable to the Company, (iiB) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant Transfers to any loan third party unaffiliated with Sponsor (a “Third Party”) (1) if such Third Party is a shareholder of Subject Shares)Acquiror, such Third Party agrees in writing not to exercise his, her or enter into any other agreement, its Redemption Rights with respect to any Subject Sharesshares of Acquiror Common Stock owned by such Third Party, (2) in each caseconnection with any purchase or commitment to purchase by such Third Party of any Acquiror Common Stock, Company Stock or other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements equity interests or securities of Acquiror or the voting and other arrangements under the Organizational Documents of SPACCompany, including convertible securities and/or (iiiC) take any action that would reasonably be expected Transfers to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsBackstop Investors. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Sponsor agrees with, and covenants to, Acquiror and the Company and SPAC that the Sponsor shall not request that SPAC Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesSecurities other than Transfers permitted by the foregoing proviso.

No Transfer. Other than (xa) pursuant to this Agreement, Agreement or (yb) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the First Acquisition Merger, ; (ii) grant any proxies (other than as set forth in this Agreement or powers a proxy granted to a representative of attorney such Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, ; (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Shareholder hereby authorizes and requests SPAC or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Such Shareholder agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares in violation of this Section 5.2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor Stockholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney (other than as set forth in this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed trust or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Stockholder herein untrue or incorrect, incorrect or would reasonably be expected to have the effect of preventing or disabling Sponsor the Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees withNotwithstanding the foregoing or anything else contained in this Agreement, (A) each Stockholder may Transfer any Subject Shares to an Affiliated corporation, trust or other Person under common control with the Stockholder, provided that in each such case the applicable transferee has validly executed and delivered a voting agreement substantially identical to this Agreement to the Company prior to such transfer, (B) the foregoing shall not limit or preclude any transfers or redemptions of interests in any Stockholder that is a hedge fund, private equity fund or similar investment fund so long as such Stockholder continues to own the Subject Shares and be bound by the terms of this Agreement, and covenants to(C) after the earlier to occur of (I) November 2, 2020 and (II) the record date for the Special Meeting (such earlier date, the Company “Trigger Date”), the Stockholder may make (1) transfers of Subject Shares that the Stockholder owns as of the date of this Agreement or hereafter acquires in open market sale transactions where the identity of the ultimate purchaser is not known to such Stockholder or (2) if the Stockholder is a partnership or limited liability company or other form of investment fund, a distribution to one or more partners or members or other owners of such Stockholder, provided that in each such case of (1) and SPAC (2) above, either (x) the Stockholder retains voting rights over such Subject Shares by virtue of being the owner thereof as of the record date and the Stockholder remains bound by this Agreement, but the Stockholder will be deemed to have satisfied this clause (x) if, as of the date of any transfer or distribution of Subject Shares effected after the Trigger Date, a record date for the Special Meeting has not been established or if a new record date is established subsequent to any such transfer or distribution that Sponsor is on a date that is after the date of such transfer or distribution or (y) votes such Subject Shares to be transferred or distributed in favor of the Merger if a proxy card and definitive proxy statement is made available to the Stockholder prior to such sale or distribution and the irrevocable proxy set forth in Section 3(a)(4) over such Subject Shares remains in full force and effect following such sale or distribution so long as the record date for the Special Meeting is not changed after the date of such sale or distribution (it being agreed that if a proxy card and definitive proxy statement is not made available to the Stockholder prior to such sale or distribution, then such Stockholder shall not request instead comply with the obligations set forth in the prior clause (x)). If any voluntary or involuntary transfer of any Subject Shares covered hereby shall occur other than a transfer of Subject Shares pursuant to clause (ii) or clause (iii) (provided that SPAC register the Transfer with respect to clause (by book-entry or otherwiseC) of any certificated or uncertificated interest representing any the third sentence of this Section 3(c), the Stockholder shall continue to comply with the obligations in sub-clause (x) or, if applicable ,sub-clause (y), of clause (C) of the third sentence of this Section 3(c)) of the foregoing sentence (including a transfer or disposition permitted by clause (i) of the foregoing sentence, sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject SharesShares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

No Transfer. Other than From and after the date hereof and until the earlier of (x) pursuant to this Agreement, the termination of the Merger Agreement in accordance with its terms and (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreementClosing, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall notneither SAP nor its Affiliates shall, directly or indirectly, (i) without the prior written consent of Parent, (a) sell, offer create or permit to sell, contract or agree to sell, hypothecate, pledge, grant exist any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 Lien on any of the Exchange Actequity interests of Qualtrics owned, and of record or beneficially, by SAP or its Affiliates (the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any “Subject ShareShares”), (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including by sale or merger, by tendering into any tender or exchange offer, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any swap or other derivative arrangement that transfers with respect to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant any of the Subject Shares, or any right, title or interest therein (including any right or power to vote to which SAP or such Affiliate may be entitled) (or consent to any of the First Mergerforegoing), (iic) grant any proxies or powers of attorney or enter into (or cause to be entered into) any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed agreement or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, arrangement with respect to any Transfer of the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any the Subject Shares, in each case, other than as set forth in this Agreement, (e) deposit or permit the Merger Agreement, Transaction Agreements deposit of any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunderSubject Shares, or (ivf) commit approve or agree consent to take any of the foregoing actionsforgoing; provided, that, notwithstanding the foregoing, SAP may transfer its Subject Shares to any direct or indirect wholly-owned subsidiary of SAP to the extent such wholly-owned Subsidiary agrees to be bound by the terms of this Section 7. Any action attempted to be taken in violation of the preceding sentence will foregoing provisions of this Section 7 shall be null and voidvoid ab initio. Sponsor agrees withFor the avoidance of doubt, and covenants to, nothing in this Section 7 shall prohibit (i) the exercise or settlement of awards under the Company Stock Plans outstanding on the date of this Agreement (or granted following the date of this Agreement to the extent permitted by the Merger Agreement), (ii) the withholding of Shares to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans, (iii) the acquisition of Shares in connection with a cashless exercise of Company Options, (iv) the acquisition by Qualtrics of Shares pursuant to a re-purchase plan that was publicly announced prior to the date hereof and SPAC that Sponsor shall not request that SPAC register (v) the Transfer (acquisition by book-entry or otherwise) the Company of any certificated or uncertificated interest representing any Stock Units in connection with the forfeiture of the Subject Sharessuch awards.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Acquiror and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Founder Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer transfer, forfeit or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Founder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Founder Shares), or enter into any other agreement, with respect to any Subject Founder Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACAcquiror, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, Acquiror and the Company and SPAC that Sponsor shall not request that SPAC Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Founder Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Acquiror and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACAcquiror, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Founder Holder agrees with, and covenants to, Acquiror and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Acquiror and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer transfer, forfeit or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACAcquiror, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, Acquiror and the Company and SPAC that Sponsor shall not request that SPAC Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC Purchaser or (z) to an Affiliate of Sponsor the Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACPurchaser, agreeing to be bound by this Agreement to the same extent as Sponsor such transferring Shareholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor the Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Acquisition Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor the Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor the Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor The Shareholder agrees with, and covenants to, Purchaser, Pubco and the Company and SPAC that Sponsor the Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe Effective Time, (yb) upon such date and time as the consent Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of the Company clauses (a) and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Sharesb), from the date “Expiration Time”) and (c) the liquidation of this Agreement until the date of termination of this AgreementAcquiror, each Sponsor Party shall not, directly or indirectlyexcept in each case pursuant to the Merger Agreement, the Milk Equity Purchase Agreement and the transactions contemplated thereby, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject ShareShares or Subject Warrants, (bii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Sponsor Agreement, (iii) enter into any swap swap, engage in hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares or Subject Warrants owned by such Sponsor Party, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (civ) publicly announce any intention to effect any transaction specified in clause (ai) or through (biii) (the actions specified in clauses (a)-(ci)-(iv), collectively, a “Transfer”); provided, other than pursuant however, that the foregoing shall not prohibit Transfers between such Sponsor Party and any Affiliate of such Sponsor Party, so long as, prior to and as a condition to the First Mergereffectiveness of any such Transfer, (ii) grant such Affiliate executes and delivers to Acquiror and the Company a joinder to this Sponsor Agreement in substantially the form attached hereto as Annex A; provided, further, that any proxies or powers Transfer permitted under this Section 1.2 shall not relieve such Sponsor Party of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsunder this Sponsor Agreement. Any action attempted to be taken Transfer in violation of the preceding sentence will this Section 1.2 shall be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC Shareholders’ Representative or (z) to an Affiliate of Sponsor such Purchaser Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACPurchaser, agreeing to be bound by this Agreement to the same extent as Sponsor such Purchaser Shareholder was with respect to such transferred Subject SharesShares or Subject Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Purchaser Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject ShareShare or Subject Warrant, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares or Subject Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Mergerset forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Purchaser Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Purchaser Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Purchaser Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Purchaser Shareholder agrees with, and covenants to, Purchaser and the Company and SPAC Shareholders’ Representative that Sponsor such Purchaser Shareholder shall not request that SPAC Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares or Subject Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Shareholder was with respect to such transferred Subject Shareholder Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shareholder Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Company’s Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Each Shareholder agrees with, and covenants to, Purchaser and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shareholder Shares.

No Transfer. Other than (xa) pursuant to this Agreement or the Business Combination Agreement, or (yb) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreementParent, in form and substance reasonably satisfactory to during the Company and SPACVoting Period, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any Person other than pursuant to the First Merger, Share Exchange; (ii) grant any proxies (other than as set forth in this Agreement or powers a proxy granted to a representative of attorney the Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject the Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, ; (iii) knowingly take any action that would reasonably be expected to make any representation or warranty of Sponsor the Shareholder herein untrue or incorrectincorrect in any material respect, or would reasonably be expected to have the effect of preventing or disabling Sponsor the Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect in any material respect or would have the effect of preventing or delaying the Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor The Shareholder hereby authorizes and requests Parent or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting of the Shares). The Shareholder agrees with, and covenants to, Parent and the Company and SPAC that Sponsor the Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares in violation of this Section 2.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Company and SPAC Buyer, or (z3) to an Affiliate of Sponsor such Company Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACBuyer, agreeing to be bound by this Agreement to the same extent as Sponsor such Company Stockholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Company Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Company Stockholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Company Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would (1) make any of its representations or warranties contained herein untrue or incorrect or (2) would have the effect of preventing such Company Stockholder from performing any of its obligations hereunder, in the case of either (1) or (2), in a manner which would impede, disrupt, prevent or otherwise adversely affect the consummation of the Merger. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Company Stockholder agrees with, and covenants to, the Buyer that such Company and SPAC that Sponsor Stockholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) by a Shareholder that is a Key Executive, to an Affiliate a Permitted Entity of Sponsor such Shareholder (provided that such Affiliate Permitted Entity shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor such transferring Shareholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the First Acquisition Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than the Tan Proxies and other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents Shareholders’ Agreement as of the date hereof, the ESOP as of the date hereof and as it may be amended as permitted under the Business Combination Agreement and the Company Charter as of the date hereof and as it may be amended with respect to the matters described in Section 6.1 of the Company Disclosure Letter or any other amendment approved by SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Shareholder agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of both the Company and SPAC or (z) to an Affiliate of Sponsor (provided that that, in each case of the foregoing clauses (x) and (z), such Affiliate transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACPurchaser, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Initial Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACPurchaser, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, Purchaser, Pubco and the Company and SPAC that Sponsor shall not request that SPAC Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Company and SPAC Aquiror or (z3) to an Affiliate of Sponsor such Company Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACAcquiror, agreeing to be bound by this Agreement to the same extent as Sponsor such Company Stockholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Company Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Company Stockholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Company Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Company Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Company Stockholder agrees with, and covenants to, Acquiror and the Company and SPAC that Sponsor such Company Stockholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the consent of the Company and SPAC Parent or (zc) to an Affiliate of Sponsor such Company Securityholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACParent, agreeing to assume all of the obligations of such Company Securityholder hereunder and to be bound by this Agreement to the same extent as Sponsor such Company Securityholder was with respect to such transferred Subject Shares)) and any such transfer to an Affiliate does not relieve such Company Securityholder from any liability or obligations hereunder, from the date of this Agreement until the date of termination of this Agreement, Sponsor such Company Securityholder shall not, directly or indirectly, (i) (aA) convey, sell, offer to sell, contract or agree to sell, hypothecate, pledge, tender, gift, loan, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (bB) enter into any swap contract, option, swap, derivative, forward sale, hedging or similar transaction by which any economic risks or rewards or ownership of, or voting rights or other arrangement that transfers by which any economic risks or reward or ownership of, or voting rights with respect to anotherthe Subject Shares are transferred or affected, in whole or in part, other agreement or arrangement or understanding (including any profit- or loss-sharing arrangement) with respect to or related to any or all of the economic consequences of ownership of any Subject Shares, whether any such transaction transaction, agreement, arrangement or understanding is to be settled by delivery of such securities, in cash or otherwise, or (cC) consent to or approve any of the actions specified in clauses (A) or (B) or publicly announce any intention to effect any transaction specified in clause (aA) or (bB) (the actions specified in clauses (a)-(cA)-(C), collectively, “Transfer”), other than pursuant to the First MergerMergers, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise with respect to any Subject Shares (including pursuant to any loan of Subject Shares), or enter into any other agreement, agreement with respect to any Subject SharesShares or agree, commit or enter into any understanding with respect to any of the foregoing, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Company Securityholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Company Securityholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Company Securityholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Company Securityholder agrees with, and covenants to, Parent and the Company and SPAC that Sponsor such Company Securityholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares. If any involuntary Transfer of the Subject Shares occurs (including a sale by a Company Securityholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect in accordance with the terms and conditions hereof until the expiration of this Agreement.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon During the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from period commencing on the date of this Agreement until hereof and ending on the date of termination of this AgreementExpiration Time, Sponsor each Securityholder shall not, directly other than as may be necessary to consummate the Transactions or indirectlyas may be required by a court order or other law, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant option to purchase or otherwise transfer, transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish file (or increase participate in the filing of) a put equivalent position registration statement with any Governmental Authority (other than filings or liquidate or decrease a call equivalent position within disclosures related to the meaning of Section 16 of the Exchange Act, Merger Agreement and the rules and regulations of the Securities and Exchange Commission promulgated thereunderTransaction) with respect to, any Subject ShareShares or any right, title or interest therein (including, without limitation, (a) grant any proxy or power of attorney or enter into a voting agreement or other arrangement with respect to the Subject Shares and (b) enter into, or deposit any Subject Shares into, a voting trust or taking any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by any of such Securityholder’s Subject Shares), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesShares (clauses (i) and (ii) collectively, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, a “Transfer”) or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii); provided, however, that (A) in the case of an individual, such Securityholder may Transfer any Subject Shares (x) by gift to a member of the actions specified individual’s immediate family or to a trust, the sole beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (y) by will, other testamentary document or virtue of laws of descent and distribution upon death of the individual; or (z) pursuant to a qualified domestic relations order; (B) in the case of an entity, such Securityholder may Transfer any Subject Shares to any partner, member, or affiliate of Securityholder; and (C) each Securityholder may Transfer any Subject Shares to the Company; provided, however, that in the case of clauses (a)-(c), collectively, “Transfer”), other than pursuant A) and (B) these permitted transferees must enter into a written agreement with the Company and Parent agreeing to be bound by and subject to the First Mergerterms and provisions hereof to the same effect as such transferring Securityholder in a form acceptable to Parent, (ii) grant and the Securityholder shall remain liable for the failure of any proxies transferee to comply with this Agreement. Any transfer or powers attempted transfer of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken Shares in violation of the preceding sentence will any provision of this Agreement shall be null void ab initio and voidof no force or effect. Sponsor agrees with, and covenants to, The Securityholder hereby authorizes Parent to direct the Company and SPAC that Sponsor shall not request that SPAC register to impose stop orders to prevent the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any Subject Shares on the books of the Subject SharesCompany in violation of this Agreement and the Company shall, upon direction of Parent, impose a stop order to prevent such Transfer.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the prior written consent of the Company and SPAC or (z) to an Affiliate of Sponsor CORE Capital (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor CORE Capital was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor CORE Capital shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor CORE Capital herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor CORE Capital from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying CORE Capital from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor CORE Capital authorizes and requests the Company or the SPAC to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). CORE Capital agrees with, and covenants to, SPAC and the Company and SPAC that Sponsor CORE Capital shall not request that SPAC Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon During the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from period beginning on the date of this Agreement until and ending immediately prior to the date earlier of the applicable Blocker Merger Effective Time and the termination of this Agreement, Sponsor other than as contemplated by the Merger Agreement or with the written consent of Public Company, each Holder shall not, directly or indirectly, (i) except as contemplated by the Merger Agreement: (a) sell, offer to selldistribute, contract or agree to sellassign, convey, transfer, grant, pledge, hypothecate, pledgeconvey any legal or beneficial ownership in (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer), or otherwise encumber or dispose of any Subject Units; (b) deposit any Subject Units into a voting trust or enter into a voting agreement or any other arrangement with respect to any such Subject Units or purport to grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, proxy with respect thereto; (bc) enter into any swap contract, option or other arrangement that transfers or undertaking with respect to anotherthe direct or indirect acquisition or sale, in whole assignment, transfer or in part, any of the economic consequences of ownership other disposition of any Subject Shares, whether Units; (d) otherwise permit any such transaction is Liens to be settled by delivery of such securities, in cash or otherwise, or created on any Subject Units (c) publicly announce any intention to effect any transaction specified in clause other than Permitted Liens (aas defined herein)) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (ive) commit or agree to take any of the foregoing actions. actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, that the foregoing shall not prohibit (i) Transfers between such Holder and any Affiliates of such Holder; (ii) Transfers in connection with any estate planning or charitable giving; (iii) exercising any option to purchase Merger Partner Units, or any securities convertible into or exercisable or exchangeable for Merger Partner Units; (iv) Transfer Merger Partner Units or any securities convertible into or exercisable or exchangeable for Merger Partner Units upon a vesting event of Merger Partner’s securities or upon the exercise of options or warrants to purchase Merger Partner Units, in each case on a “cashless” or “net exercise” basis or in a sale-to-cover transaction with respect to tax withholding obligations of such Holder in connection with such vesting or exercise, whether by means of a “net settlement” or otherwise; or (v) any Transfer required by Law or required by a Legal Proceeding to which such Holder is a party; provided, further, that any Transfer pursuant to clauses (i), (ii) or (v) of this Section 1.2 shall be permitted only if, prior to any such Transfer, and as a precondition to the effectiveness of any such Transfer, the transferee executes and delivers to Merger Partner a joinder to this Agreement in the form attached hereto as Exhibit B. Any Transfer or action attempted to be taken in violation of the preceding sentence will this Section 1.2 shall be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Sharesvoid ab initio.

No Transfer. Other From the date hereof and until the Merger Closing, each Shareholder shall not, directly or indirectly (other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC other parties hereto or (z) to an Affiliate of Sponsor such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACother parties hereto, agreeing to be bound by this Agreement to the same extent as Sponsor such Shareholder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly), (i) (a) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunderthereunder with respect to, any of its Subject ShareShares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of its Subject Shares, whether any such transaction is to be settled by delivery of such securitiesSubject Shares, in cash or otherwise, or (c) publicly announce make public announcement of any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First MergerMerger and the other Transactions, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of its Subject Shares), ) or enter into any other agreement, with respect to any of its Subject Shares, in each case, other than as set forth in this Agreement, the Merger AgreementAgreement and Plan of Merger, other Transaction Agreements Documents or the voting and other arrangements under the Organizational Governing Documents of SPACPubCo, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Each Shareholder agrees with, and covenants to, the Company SPAC and SPAC PubCo that Sponsor such Shareholder shall not request that SPAC PubCo register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the its Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC, PubCo and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Shareholder was with respect to such transferred Subject Shareholder Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shareholder Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Each Shareholder agrees with, and covenants to, SPAC, PubCo and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shareholder Shares. Each Shareholder hereby agrees not to, and not to permit any Person under such Shareholder’s control to deposit any of such Shareholder’s Shareholder Shares in a voting trust or subject any of the Shareholder Shares owned beneficially or of record by such Shareholder to any arrangement with respect to the voting of such Shareholder Shares other than agreements entered into with SPAC.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Company and SPAC Aquiror or (z3) to an Affiliate of Sponsor such Company Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACAcquiror, agreeing to be bound by this Agreement to the same extent as Sponsor such Company Shareholder was with respect to such transferred Subject Shares) or (4) with respect to the Excluded Xxxxx Transfer (as defined below), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Company Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Company Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Company Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Company Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Company Shareholder agrees with, and covenants to, Acquiror and the Company and SPAC that Sponsor such Company Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares. For purposes of this Section 4.2, “Excluded Xxxxx Transfer” means (x) the transfer by Xxxxxx Xxxxx of up to 1,000,000 shares Acquiror Common Stock acquired at the Effective Time pursuant to the Merger (including any community, marital or similar interest in such shares held by Xxxxxxxx Xxxxx) pursuant to a privately negotiated sale transaction consummated within 30 calendar days after the Effective Time of the Merger and (y) the entry into any agreement in connection with the a sale and transfer of shares of Acquiror Common Stock as described in the immediately preceding clause (x), whether entered into before, at or after the Effective Time of the Merger.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from From the date of this Agreement until the date of termination of this Agreement, Sponsor the Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Business Combination Agreement or other Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPACDocuments, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor the Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor the Shareholder from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC, and (C) if the Shareholder is an entity, by virtue of the Shareholder’s Organizational Documents upon liquidation or dissolution of the Shareholder, so long as, in each case of clauses (A) through (C), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill the Shareholder’s obligations under this Agreement and the Business Combination Agreement is not relinquished or prior to and as a condition to the effectiveness of any such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as the Shareholder was with respect to such transferred Subject Shares); provided, further, that in the case of clause (C), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Proxy/Registration Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor The Shareholder agrees with, and covenants to, the Company and SPAC that Sponsor the Shareholder shall not request that SPAC the Company to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares in violation of this Section 4.2.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the written consent of the Company and SPAC or (zc) to an Affiliate of Sponsor such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Shareholder was with respect to such transferred Subject Shareholder Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Shareholder shall not, directly or indirectly, (iw) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shareholder Share, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than pursuant to the First MergerMergers, (iix) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Company’s Organizational Documents of SPACDocuments, (iiiy) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunder, or (ivz) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Each Shareholder agrees with, and covenants to, SPAC and the Company and SPAC that Sponsor such Shareholder shall not request that SPAC the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shareholder Shares.

No Transfer. Other than (x) pursuant In addition to this the restrictions on transfer set forth in the Voting Letter Agreement, during the period commencing on the date hereof and ending on the earlier to occur of (yi) upon the consent First Effective Time and (ii) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.01 thereof (the earlier of the Company (i) and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Sharesii), from the date of this Agreement until the date of termination of this Agreement“Expiration Time”), Sponsor each Sponsor, other than as may be required by a Governmental Order or other Law, agrees that it shall not, directly or indirectlyindirectly (including through any entity deemed to be an “affiliate” under the Securities Act of 1933, as amended, or the Exchange Act), (i) (a) sell, offer to sell, contract contract, or agree to sell, hypothecate, pledge, grant any optionoption to purchase, right or warrant to purchase place a lien on, transfer (including by operation of law), distribute, encumber or otherwise transfer, dispose of any of the Sponsor Shares or agree Seven Oaks Sponsor Warrants or enter into any contract, option or other agreement or undertaking to transfer do any of the foregoing (collectively, a “Transfer”), (ii) engage in any hedging or dispose ofother transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of the Sponsor Shares or Seven Oaks Sponsor Warrants, (iii) directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position position, within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject ShareSponsor Shares or Seven Oaks Sponsor Warrants, (biv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject SharesSponsor Shares or Seven Oaks Sponsor Warrants, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (cv) publicly announce any intention to effect any transaction specified in clause (ai), (ii), (iii) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Sharesiv), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iiivi) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its materially delaying the performance of such Sponsor’s obligations hereunder. Notwithstanding the foregoing, this shall not prohibit (A) the exchange of Private Placement Warrants pursuant to Section 7(c) hereof and (B) a Transfer of Sponsor Shares or (iv) commit Seven Oaks Sponsor Warrants to any partner, member or agree Affiliate of such Sponsor, provided that such Transfer shall be permitted only if, prior to take any or in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Acquiror and the Company, to assume all of the foregoing actions. Any action attempted obligations of such Sponsor with respect to such Transferred securities and to be taken in violation bound by the terms of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Sharesthis Agreement.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Acquiror and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACAcquiror, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Founder Hxxxxx agrees with, and covenants to, Acquiror and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the prior written consent of the Company and SPAC or (z) to an Affiliate of Sponsor such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC and the Company and SPACCompany, agreeing to be bound by this Agreement to the same extent as Sponsor such Founder Holder was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Founder Holder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsactions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor Such Founder Holder authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Such Founder Holder agrees with, and covenants to, SPAC and the Company and SPAC that Sponsor such Founder Holder shall not request that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.