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 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 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 the terms of this Agreement or the Merger Agreement, without the prior written consent of Parent or as otherwise provided in 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 the date of this Agreement until the date of termination term of this Agreement, Sponsor shall such Shareholder hereby agrees to 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 arrangementtrust or other agreement or arrangement with respect to the voting of any Covered Shares or (ii) sell, whether by proxysell short, voting agreementpledge, voting trustassign, voting deed transfer, encumber or otherwise dispose of (including pursuant to any loan by merger, consolidation or otherwise by operation of Subject Shareslaw), or enter into any contract, option futures contract, short sale, derivative contract or other agreement, arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance, delivery or other disposition of (including by merger, consolidation operation of law or otherwise), any Subject Covered Shares. Promptly following the date hereof, such Shareholder and Parent shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Owned Shares may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of Parent or except in accordance with the terms and conditions of this Agreement. If any Covered Shares are acquired after the date hereof by a Shareholder, the foregoing instructions shall be delivered upon acquisition of such Covered Shares. Notwithstanding the foregoing, the Shareholders may transfer (A) up to 284,900 of the Covered Shares by gift to charitable organizations without restriction and (B) up to 1,424,501 of the Covered Shares by gift to charitable organizations provided that prior to, and as a condition of, any such gift, each transferee under this clause (B) shall unconditionally and irrevocably, in accordance with the IBCA and to the fullest extent permitted by applicable law, appoint Parent or its designee, and each caseof them, other than as set forth in this Agreementsuch transferee’s sole and exclusive attorney-in-fact and proxies, with full power of substitution and re-substitution, to vote the transferred Covered Shares and to exercise all voting, consent and similar rights of such transferee with respect to the Covered Shares (including, without limitation, the Merger Agreementpower to execute and deliver written consents and to cause the Covered Shares to be counted as present for the purpose of establishing a quorum) at every annual, Transaction Agreements special or adjourned meeting of the voting holders of the Common Stock and other arrangements under the Organizational Documents in every written consent in lieu of SPACsuch meeting, in accordance with clauses (ii) and (iii) take any action of Section 1.1; and provided further that would reasonably all such transferred Covered Shares shall be expected certificated and the certificate shall bear a legend that they are subject to make any representation or warranty the terms of Sponsor herein untrue or incorrect, or would reasonably be expected to have this Agreement and the effect proxy contemplated by clause (B) of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actionsthis Section 4.1. Any action attempted proxy granted pursuant 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 clause (by book-entry or otherwiseB) of any certificated or uncertificated interest representing any of this Section 4.1 shall terminate immediately at the Subject Sharessame time as this Agreement is terminated in accordance with Section 5.1 hereof.

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 Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor 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 notCompany, 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 file (or indirectly, participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) 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 ShareSecurities owned by the 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 Shares, whether any such transaction is to be settled Securities owned by delivery of such securities, in cash or otherwise, the Sponsor or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other than Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the First Mergerapplicable terms and provisions of this Agreement. Parent shall not register any sale, (ii) grant any proxies assignment or powers 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, Securities on Parent’s stock ledger (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-book entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Sharesthat is not in compliance with this Section 1.2.

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, (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 Company Shareholder shall not, directly or indirectly, (i) not (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 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 actions. Notwithstanding the foregoing, such Company Shareholder may make Transfers of such Company Shareholder’s Subject Shares (i) pursuant to this Agreement, (ii) upon the consent of the Company and SPAC, (iii) between such Company Shareholder and any of its Affiliates (and any of the Company Shareholder’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 such Company Shareholder was with respect to such transferred Subject Shares), (iv) 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, (v) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (vi) in the case of an individual, pursuant to a qualified domestic relations order, (vii) in the case of an individual, pursuant to a charitable gift or contribution, and (viii) by virtue of such Company Shareholder’s Organizational Documents upon liquidation or dissolution of such Company Shareholder, so long as, in each case of clauses (i) through (viii), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Company 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 (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, in the case of clauses (v), (vi), and (viii), 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 Such Company Shareholder agrees with, and covenants to, the Company and SPAC that Sponsor such Company 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 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, (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 Effective Time and the termination of this Agreement, Sponsor the Stockholder shall not, directly or indirectly, (i) : (a) sell, offer convey, transfer, pledge or otherwise encumber or dispose of any Subject Shares or any capital stock of any of the Company’s Subsidiaries; (b) deposit any Subject Shares or capital stock of the Company’s Subsidiaries into a voting trust or enter into a voting agreement or any other arrangement with respect to sell, contract any such shares or agree purport 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, 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 Shares or capital stock of the Company’s Subsidiaries; (d) otherwise permit any such transaction is Liens to be settled by delivery created on any Subject Shares or capital stock of such securities, in cash or otherwise, or the Company’s Subsidiaries (c) publicly announce any intention to effect any transaction specified in clause (aother than Liens under securities laws) 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 actionsactions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, that the foregoing shall not prohibit Transfers (i) between a Stockholder and any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person (“Affiliate”), (ii) to any member of a Stockholder’s immediate family, or to a trust for the benefit of a Stockholder or any member of a Stockholder’s immediate family, so long as, prior to any such Transfer, and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to the Company a joinder to this Agreement in the form attached hereto as Annex A, or (iii) to the Company with the exercise, net settlement or tax withholding provisions of equity awards granted pursuant to the Company’s stockholder-approved equity incentive plans. Any Transfer or action attempted to be taken in violation of the preceding sentence will this Section 1.3 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 than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe Second Merger Effective Time, (yb) upon such date and time as the consent Business Combination Agreement has been terminated in accordance with its terms (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 “Support Expiration Time”) and (c) the liquidation of this Agreement until the date of termination of this AgreementGX, Sponsor each Company Shareholder 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 ofof (each, a “Transfer”), directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Joint Proxy Statement and Form S-4) 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 ShareCompany Shares owned by such Company Shareholder, (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 of Company Shares owned by such Company Shareholder, whether or grant or enter into any proxy (except in accordance with this Agreement), voting trust or other agreement or arrangement with respect to the voting of any Company Shares owned by such transaction is to be settled by delivery of such securities, in cash or otherwiseCompany Shareholder, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii); provided, however, that the foregoing restrictions will not apply to (A) a Company Shareholder’s transfer to an officer or director of the Company or any affiliate or family member of any of the Company’s officers or directors; (B) a Company Shareholder’s transfer to a member of such Company Shareholder’s immediate family, a trust, the actions specified beneficiary of which is a member of such Company Shareholder’s immediate family, an affiliate of such Company Shareholder or a charitable organization; (C) a transfer by virtue of laws of descent and distribution upon death of such Company Shareholder; (D) a transfer pursuant to a qualified domestic relations order; or (E) a transfer to satisfy tax withholding obligations in clauses connection with the exercise of rights to purchase Company Shares or the vesting of stock-based awards, including without limitation, sell-to-cover transactions (a)-(c)each, collectively, a “Permitted Transfer”); provided, other than however, that, prior to and as a condition to the effectiveness of any Permitted Transfer, the transferee shall have executed and delivered to GX a joinder or counterpart of this Agreement pursuant to which such transferee shall be bound by all of the First Merger, (ii) grant any proxies or powers applicable terms and provisions 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 Transfer of any Company Shares in violation of the preceding sentence will any provision of this Agreement shall be null void ab initio 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 of no force or otherwise) of any certificated or uncertificated interest representing any of the Subject Shareseffect.

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 selltransfer, hypothecatetender, grant, 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 the economic interest in, or dispose enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to any of the foregoing 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 ShareShares to any person other than pursuant to the Initial Merger, (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 the 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, (iiiii) 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 or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, (iv) publicly announce any intention to effect any transaction specified in each caseclauses (i) through (iii) (the actions specified in (i) to (iii), collectively a “Transfer”), other than as set forth in this Agreement, pursuant to the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPACMerger, (iiiv) 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 (ivvi) 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. Notwithstanding the foregoing, the Sponsor may make Transfers of the Subject Shares (A) pursuant to this Agreement and (B) upon the consent of the Company and SPAC. Any action attempted to be taken in violation of the preceding sentence sentences 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 and the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-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 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) 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 the economic interest in, or dispose enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to any of the foregoing 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 or regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject ShareShares to any person other than pursuant to the Acquisition Merger, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, party any of the economic consequences of ownership of any the 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, (iiiii) 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 and the Merger Agreement, Transaction Agreements or Company Charter (as of the voting date hereof and other arrangements under the Organizational Documents of as it may be amended with SPAC’s approval), (iv) publicly announce any intention to effect any transaction specified in clause (i) through (iii) (the actions specified in (i) through (iii), collectively (a “Transfer”), other than pursuant to the Merger, (v) 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 or, (ivvi) 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. Notwithstanding the foregoing, the Company Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC. Any action attempted to be taken in violation of the preceding sentence sentences will be null and void. Sponsor Such 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 Shares.

No Transfer. Other than (xi) pursuant to this Agreement, (yii) upon the consent of the Company and SPAC other parties hereto, or (ziii) to an any Person (including any Affiliate of Sponsor the Sponsor), calculated on an aggregate basis, in one or more transactions, of no more than five percent (5%) of the issued and outstanding SPAC Shares as of the date hereof (provided that such Affiliate Person shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPACother parties hereto, agreeing to be bound (x) by this Agreement to the same extent as the Sponsor was with respect to such transferred Subject SharesShares and (y) by that certain Sponsor Lock-up Agreement in substantially the form attached to the Agreement and Plan of Merger as Exhibit C, to be entered into by and between the Sponsor and PubCo prior to the Merger Effective Time, to the same extent as the Sponsor will be with respect to the PubCo Ordinary Shares converted from such transferred Subject Shares upon the Merger Closing), from the date of this Agreement until the earlier to of (A) the date of termination of this AgreementAgreement and (B) the Merger Closing Date, the 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 United States Securities and Exchange Commission 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 SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of the Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling the 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 the 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. The Sponsor agrees with, and covenants to, the Company and SPAC other parties hereto that the Sponsor shall not request that the 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 the terms of this AgreementAgreement or any of the other Transaction Documents, (y) upon 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 agreementCompany, 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 shall notStockholder agrees not to, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any optionassign, right or warrant to purchase transfer, tender, exchange, offer, encumber, lend or otherwise transfer, dispose of (including by gift, merger, consolidation or agree to transfer or dispose of, directly or indirectlyotherwise by operation of law), 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 contract, option or other arrangement that transfers or understanding with respect to anotherthe direct or indirect assignment, in whole transfer, tender, exchange, offer, encumbrance or in partother disposition of (including by gift, any merger, consolidation or otherwise by operation 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 (blaw) (the actions specified in clauses (a)-(c)each, collectively, a “Transfer”), other than pursuant to the First Mergerany Covered Shares, (ii) grant any proxies proxies, options, rights of first offer or powers refusal or power of attorney 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), other agreement or enter into any other agreement, arrangement with respect to any Subject Covered 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 of its representations or warranty of Sponsor warranties contained herein untrue or incorrect, incorrect or would reasonably be expected to have the effect of preventing preventing, disabling or disabling Sponsor impeding the Stockholder from performing its obligations hereunder, under this Agreement or (iv) commit interfere with the exercise by the Company or agree its designees of its rights with respect to take any of the foregoing actionsCovered Shares under this Agreement. Any action taken or attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants toNotwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company and SPAC that Sponsor shall not request that SPAC register the Stockholder may Transfer (by book-entry any or otherwise) of any certificated or uncertificated interest representing any all of the Subject SharesCovered Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, so long as the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as the Company may reasonably request solely to reflect such Transfer) and (iii) in connection with the satisfaction of withholding obligations in connection with the vesting of restricted stock units (including performance-based restricted stock units) awarded by Parent under a Parent Stock Plan.

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 (x) pursuant to this Agreement or the Business Combination 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 the Company SPAC and SPAC, ▇▇▇▇▇▇▇ 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 earlier of (1) the date of termination of this AgreementAgreement and (2) the Closing Date, 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 Share▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ 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 Business Combination Agreement, Transaction Agreements any shareholders’ agreement to be entered into in place of the ▇▇▇▇▇▇▇ Shareholders Agreement (if applicable), or the voting and other arrangements under the Organizational Documents of SPAC▇▇▇▇▇▇▇ Governing Documents, (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 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Shareholder agrees, and covenants to, SPAC, PubCo, ▇▇▇▇▇▇▇ and the Company and SPAC Company, that Sponsor such ▇▇▇▇▇▇▇ Shareholder shall not request that SPAC ▇▇▇▇▇▇▇ register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject ▇▇▇▇▇▇▇ Shareholder Shares, and ▇▇▇▇▇▇▇ shall not recognize any such Transfer.

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 (x) pursuant to this Agreement, (y) upon the consent of both the Parent and 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 Parent and SPACthe Company, 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 Documents or the voting and other arrangements under the Organizational Governing Documents of SPACthe Company, (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 Parent and the Company and SPAC that Sponsor 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 Seller or (z) to an Affiliate of Sponsor or a “permitted transferee” under the Sponsor Letter Agreement (provided that such Affiliate or permitted transferee 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 SharesShares or Purchaser Warrants, as applicable), 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, 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 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, (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 Sponsor 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 agrees with, and covenants to, the Company Purchaser and SPAC Seller 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 SharesShares or Purchaser Warrants, as applicable.

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 (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. Other than Each Shareholder hereby agrees, prior to the Termination Date, not to (x) except in each case pursuant to this the Business Combination Agreement), (yi) 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) (aA) sell, offer to sell, contract or agree to sell, hypothecatetransfer, pledge, grant any optionencumber, right or warrant to purchase assign, hedge, swap, convert or otherwise transfer, dispose of (including by merger (including by conversion into securities or agree to transfer other consideration), by tendering into any tender or dispose ofexchange offer, directly by testamentary disposition, by operation of Law or indirectlyotherwise), either voluntarily 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 Actinvoluntarily (collectively, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share“Transfer”), (bB) enter into any swap Contract, option, or other arrangement that transfers or undertaking 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 otherwiseTransfer of, or (cC) deposit 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 materially inconsistent with this Agreement with respect to such Shareholder’s obligations under Section 1, hereto any of such Shareholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(cA), 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 SharesB), or enter into any other agreement(C), 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 contained herein untrue or incorrect, incorrect or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunderunder this Agreement; provided, however, that nothing herein shall prohibit a Transfer (i) in the case of an individual, (A) by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such Person, or to a charitable organization, (B) by virtue of laws of descent and distribution upon death of the individual, (C) pursuant to a qualified domestic relations order, or (ivD) commit in the case of a trust, by distribution to one or agree to take any more of the foregoing actionspermissible beneficiaries of such trust, or (ii) in the case of an entity, to an Affiliate of such Person; provided, further, that any such Transfer shall be permitted only if, as a precondition to such Transfer, such permitted transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of the transferor under, and be bound by all of the terms of, this Agreement. Any action attempted to be taken Transfer in violation of the preceding sentence will this Section 6(b) 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 (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 (xa) pursuant to this Agreement, (yb) upon the written consent of the Company and SPAC Company, (c) in connection with any transaction financing contemplated by the Merger Agreement or (zd) to an Affiliate of Sponsor (such Shareholder; provided that in each case of clauses (a) through (d), such Affiliate transferee 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, except for a Transfer made in accordance with this Agreement.

No Transfer. Other than (xw) pursuant to this Agreement, (yx) upon the written consent of SPAC, (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 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 AgreementAgreement in accordance with its terms, 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 SPACSPAC Governing Documents, (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 delaying such Founder Holder 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 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 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 Merger Agreement shall be validly terminated in accordance with Article XI (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor 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 notCompany, 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 file (or indirectly, participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) 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 ShareSecurities owned by the 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 Shares, whether any such transaction is to be settled Securities owned by delivery of such securities, in cash or otherwise, the Sponsor or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other than Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the First Mergerapplicable terms and provisions of this Agreement. Parent shall not register any sale, (ii) grant any proxies assignment or powers 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, Securities on Parent’s stock ledger (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-book entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Sharesthat is not in compliance with this Section 1.2.

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 Merger Partner Merger Effective Time and the termination of this Agreement, Sponsor other than as contemplated by the Merger Agreement or with the written consent of Merger Partner, 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 Shares; (b) deposit any Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to any such Subject Shares 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 ; (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 Shares (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) Transfers pursuant to any existing 10b5-1 Plan that has been entered into by such Holder prior to the Merger Partner Merger Effective Time; (iv) exercising any stock option to purchase shares of Public Company Common Stock, or any securities convertible into or exercisable or exchangeable for Public Company Common Stock, or other similar awards granted pursuant to the Public Company Stock Plans; (v) Transfer Public Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Public Company Common Stock upon a vesting event of Public Company’s securities or upon the exercise of options to purchase Public Company Common Stock, 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 with respect to awards granted pursuant to the Public Company Stock Plans; or (vi) 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 (vi) 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 than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreement, the Acquisition Effective Time and (yb) upon such date and time as the consent Business Combination Agreement shall be validly terminated in accordance with Section 10.01 thereof (the earliest 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 of this Agreement until the date of termination of this Agreement“Expiration Time”), Sponsor each Company Shareholder (and any other Person to which any Subject Shares are transferred) shall not, directly or indirectly, not (1) (i) (a) sell, offer to sell, exchange, contract or agree to sellsell or exchange, hypothecate, pledge, encumber, assign, convert, grant of any option, right or warrant option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, by operation of law or otherwise and whether voluntarily or involuntarily (collectively, “Transfer”), or establish or increase a put equivalent position or liquidate with respect to 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, thereunder with respect to any Subject ShareSecurities, (bii) enter into any swap swap, derivative or other arrangement that transfers to another, in whole or in part, any of the economic consequences and/or voting rights of ownership of any Subject Shares, or any other derivative transaction with respect to, any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, otherwise or (ciii) communicate, whether publicly announce or otherwise any intention to effect any transaction specified in clause (ai) or (b) ii); (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii2) 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, Business Combination Agreement; (iii3) 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 Shareholder from performing its obligations hereunder, ; or (iv4) commit or agree to take any of the foregoing actions. Any action attempted Notwithstanding the foregoing, such Company Shareholder may (1) make Transfers of the Subject Shares pursuant to this Agreement or by virtue of such Company Shareholder’s Organizational Documents upon liquidation or dissolution of such Company Shareholder; provided, that in each case, the power to vote (including, without limitation, by proxy or power of attorney) and to otherwise fulfill such Company 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 agree in writing to be taken in violation of bound by this Agreement to the preceding sentence same extent as such Company Shareholder was with respect to such transferred Subject Shares; provided further, that any transfer pursuant to which the transferee will not be required to assume voting obligations will be null and void. Sponsor agrees withvoid and (2) pledge or otherwise encumber any Subject Securities as security for bona fide indebtedness of a Company Shareholder, provided that (i) the pledging or encumbering Company Shareholder shall at all times remain the beneficial owner of such Subject Securities; and covenants to(ii) the pledging or encumbering Company Shareholder shall retain and exercise all voting rights with respect to such Subject Securities, in each case for the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry duration of such pledge or otherwise) encumbrance or otherwise until any enforcement of any certificated such pledge or uncertificated interest representing any of the Subject Sharesencumbrance in accordance with its terms.

No Transfer. Other than During the period commencing on the date hereof and ending on the earlier to occur of (xa) pursuant to this Agreement, the Effective Time and (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 (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 of this Agreement until the date of termination of this Agreement“Expiration Time”), each 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 / 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 with respect to any Acquiror Securities and Exchange Commission promulgated thereunder, any Subject Shareowned 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 SharesAcquiror Securities owned by such Sponsor (each transaction specified in clauses (i) and (ii), 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 (x) a Sponsor may Transfer his, her or its Acquiror Securities to any other Sponsor that has entered into or otherwise agreed to be bound by this Sponsor Agreement, or (y) (A) if a Sponsor is an individual, such Sponsor may Transfer any such Acquiror Securities (1) to any member of such Sponsor’s immediate family, or to a trust for the actions specified benefit of such Sponsor or any member of such Sponsor’s immediate family, the sole trustees of which are such Sponsor or any member of such Sponsor’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Sponsor; or (B) if a Sponsor is an entity, such Sponsor may Transfer any Acquiror Securities to any partner, member, or affiliate of such Sponsor in clauses accordance with the terms of the Acquiror Certificate of Incorporation, or (a)-(cz) upon prior written notice to the Company and subject to the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), collectivelya Sponsor may Transfer his, “Transfer”), other than her or its Acquiror Securities owned by such Sponsor to any Non-Redeeming Stockholders or Private Placement Investors or to holders of Acquiror Common Stock pursuant to the First Merger, (ii) grant any proxies or powers Section 7.11 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; provided further, Transaction Agreements or the voting and other arrangements under the Organizational Documents that in each case of SPACclauses (x), (iiiy) take any action that would and (z), such transferee of such Acquiror Securities evidences in a writing reasonably be expected satisfactory 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 Company such transferee’s agreement to be taken in violation of bound by and subject to the preceding sentence will be null terms and void. Sponsor agrees with, and covenants to, provisions hereof to the Company and SPAC that Sponsor shall not request that SPAC register same extent as the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesSponsor.

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 Business Combination 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 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 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 than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementsuch date and time as the Closing shall occur, (yb) upon such date and time as the Business Combination Agreement shall be validly terminated in accordance with Section 10.01 thereof and (c) the liquidation of SPAC (the earliest of (a), (b) and (c), the “Expiration Time”), Sponsor (and any other Person to which any Subject Securities are transferred) 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, (i1)(i) (a) issue, sell, offer to sell, exchange, contract or agree to sellsell or exchange, hypothecate, pledge, encumber, assign, convert, grant of any option, right or warrant option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, by operation of law or otherwise and whether voluntarily or involuntarily (collectively, “Transfer”), or establish or increase a put equivalent position or liquidate with respect to 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, thereunder with respect to any Subject ShareSecurities, (bii) enter into any swap swap, derivative or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership and/or voting rights of any Subject SharesSecurities, (iii) file, confidentially submit or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Subject Securities or (iv) communicate, whether any such transaction is to be settled by delivery of such securities, in cash publicly or otherwise, or (c) publicly announce otherwise any intention to effect any transaction specified in clause (ai) or (b) ii); (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the First Merger, (ii2) 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, Securities) with respect to any Subject SharesSecurities, 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, Business Combination Agreement; (iii3) take any action that would reasonably be expected to make any representation or warranty of the 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 (iv4) 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 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 (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 (x1) pursuant to this Agreement, (y2) upon the consent of the Company and SPAC or (z3) to an Affiliate of Sponsor such Member (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, SPAC agreeing to be bound by this Agreement to the same extent as Sponsor such Member was with respect to such transferred Subject SharesInterests), from the date of this Agreement until the date of termination of this Agreement, Sponsor such Member 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 ShareInterest, (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 SharesInterests, 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 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 SharesInterests), or enter into any other agreement, with respect to any Subject SharesInterests, 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 organizational documents of SPACthe Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor such Member herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Member 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 Member 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 Member agrees with, and covenants to, SPAC and the Company and SPAC that Sponsor such Member 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 SharesInterests.

No Transfer. Other than From the date of this Agreement until the earlier of (xi) the Closing and (ii) the termination of this Agreement in accordance with its terms, each Founder Holder shall not, directly or indirectly, Transfer any Subject Shares, except: (a) pursuant to this Agreement, ; (yb) upon with the prior written consent of SPAC; (c) in connection with any transaction financing expressly contemplated by the Company and SPAC Merger Agreement; or (zd) to an Affiliate of Sponsor (such Founder Holder, provided that such Affiliate shall enter enters 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 was such Founder Holder with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination . For purposes of this Agreement, Sponsor shall not“Transfer” means, directly or indirectly, with respect to any Subject Shares: (i) (a) to sell, offer to selloffer, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase purchase, or otherwise transfer, dispose of or agree to transfer encumber (including by gift, tender or dispose ofexchange offer, directly merger, by operation of Law or indirectlyotherwise), or establish or increase a “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of the Exchange Act, Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share, ; (bii) to enter into any swap swap, hedging or other similar arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any such Subject Shares, whether any such transaction is to be settled by delivery of such in securities, in cash or otherwise, ; or (ciii) to publicly announce any intention to effect any transaction specified described in clause (ai) or (b) (the actions specified in clauses (a)-(cii), collectivelyor enter into any contract, “Transfer”)option or arrangement (including any profit-sharing arrangement) with respect thereto, other than pursuant to the First Merger. In addition, each Founder Holder shall not: (iix) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed trust or otherwise similar arrangement (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 in SPAC’s Organizational Documents of SPAC, Documents; (iiiy) take any action that would reasonably be expected to make cause any representation or warranty of Sponsor such Founder Holder herein to be untrue or incorrect, or that would reasonably be expected to have the effect of preventing prevent or disabling Sponsor materially impair such Founder Holder from performing its obligations hereunder, ; or (ivz) commit or agree to take any of the foregoing actions. Any attempted action attempted to be taken in violation of the preceding sentence will this Section 4.2 shall be null and void. Sponsor Each Founder Holder further agrees with, and covenants to, the Company and SPAC that Sponsor shall not to request that SPAC register the any Transfer of Subject Shares (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Sharesother than as expressly permitted hereby.

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 (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, Transaction Agreements Agreement or the voting and other arrangements under the Organizational Documents of SPACany Additional Agreements, (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 Pubco and SPAC, and (z) by virtue of such Shareholder’s Organizational Documents upon liquidation or dissolution of such Shareholder; provided that, in each case of clauses (x) through (z), the power to vote (including, without limitation, by proxy or power of attorney) and to 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 Pubco 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 (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 earlier to occur of (xa) pursuant to this Agreement, the Effective Time and (yb) upon such date and time as the consent Merger Agreement shall be terminated in accordance with Section 9.01 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 of this Agreement until the date of termination of this Agreement“Expiration Time”), each 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 with respect to any Parent Securities and Exchange Commission promulgated thereunder, any Subject Shareowned 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 SharesParent Securities owned by such Sponsor (each transaction specified in clauses (i) and (ii), 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 (x) a Sponsor may Transfer his, her or its Parent Securities (the actions specified in clauses (a)-(c), collectively, “Transfer”), A) to any other than pursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter Sponsor that has entered into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise agreed to be bound by this Sponsor Agreement or (including pursuant B) to any loan Private Placement Investors or to holders of Subject Shares), or enter into any other agreement, Parent Common Stock in accordance with respect to any Subject Shares, in each case, other than as set forth in this Agreement, Section 7.10(f) of the Merger Agreement, Transaction Agreements or subject to the voting and other arrangements under the Organizational Documents transferee’s entry into a binding non-redemption agreement in connection with such Transfer that includes a waiver 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 hereunderRedemption Rights, or (ivy) commit (A) if a Sponsor is an individual, such Sponsor may Transfer any such Parent Securities (1) to any member of such Sponsor’s immediate family, or agree to take a trust for the benefit of such Sponsor or any member of such Sponsor’s immediate family, the sole trustees of which are such Sponsor or any member of such Sponsor’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Sponsor; or (B) if a Sponsor is an entity, such Sponsor may Transfer any Parent Securities to any partner, member, or affiliate of such Sponsor in accordance with the terms of the foregoing actions. Any action attempted Parent Certificate of Incorporation; provided further, that in each case such transferee of such Parent Securities evidences in a writing reasonably satisfactory to the Company such transferee’s agreement to be taken in violation of bound by and subject to the preceding sentence will be null terms and void. Sponsor agrees with, and covenants to, provisions hereof to the Company and SPAC that Sponsor shall not request that SPAC register same extent as the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesSponsor.

No Transfer. Other From the date hereof and until the Merger Closing, Shareholder shall not, without the written consent of the SPAC and the other parties hereto, directly or indirectly (other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (zAgreement or(y) 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 MergerReorganization and the transactions contemplated under the Business Combination 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, the Merger Business Combination Agreement, other Transaction Agreements Documents or the voting and other arrangements under the Organizational Governing Documents of SPACSquirrel HoldCo or Squirrel Cayman, (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, Squirrel HoldCo and SPAC Squirrel Cayman that Sponsor Shareholder shall not request that SPAC Squirrel HoldCo or Squirrel Cayman 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 (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 H▇▇▇▇▇ 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 From the date hereof until the Expiration Time, no Insider shall (x) except in each case, pursuant to this Agreementthe Transactions), (y) upon 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 indirectlyHoldco, (i) (a) sell, offer to sell, contract or agree to sell, assign, transfer (including by operation of law), hypothecate, pledge, distribute, grant any option, right or warrant option 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 that may be entered into by SPAC and such Insider in connection with the Transactions), file (or participate in the filing of) a registration statement with the SEC (other than the 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 ShareSecurities of such Insider, (bii) deposit any Subject Securities of such Insider 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 Agreement, or (iii) 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 Securities of such securities, in cash or otherwiseInsider, or (civ) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ci) through (iii), (clauses (i), (ii) and (iii), collectively, a “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 Sharesexcept, in each case, other than as set forth in this Agreementfor any Transfers of Subject Securities of such Insider (a) to the SPAC’s officers or directors, the Merger Agreement, Transaction Agreements any affiliate or the voting and other arrangements under the Organizational Documents family member 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 SPAC’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates, or to such Insider’s officers or directors, any affiliate or family member of any of such Insider’s officers or directors; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Transactions at prices no greater than the price at which the securities were originally purchased; (f) in case of an entity, to any Affiliate of such entity, any shareholder, partner or member of such entity or their Affiliates, any investment fund or other entity managing or managed by such entity or any Affiliate of such entity, or who shares a common investment advisor of such entity; (g) in the event of the SPAC’s liquidation prior to the completion of an initial business combination; (h) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the SPAC’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange their SPAC Common Stock for cash, securities or other property subsequent to the SPAC’s completion of an initial business combination (each of the foregoing actionsclauses (a) through (i), a “Permitted Transfer”); provided, however, that in the case of clauses (a) through (e) or (h), any Permitted Transfer shall be permitted only if, as a precondition to such Permitted Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the SPAC and the Company, to assume all of the obligations of the transferring Insider under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 1.02 shall not relieve such Insider of its obligations under this Agreement. Any action attempted to be taken Transfer 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 this Section 1.02 with respect to the Subject SharesSecurities of an Insider shall be void ab initio and of no force or effect.

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 hereof until the date of termination of this AgreementExpiration Time, Sponsor shall not, directly or indirectlyno dMY Holder shall, (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 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 ShareSecurities, (bii) deposit any Subject Securities 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 Agreement, or (iii) 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)-(ci), (ii) and (iii), collectively, a “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 Sharesexcept, in each case, for any Transfers of Subject Securities from a dMY Holder (x) who is an entity, (A) to any partner, member or Affiliate thereof or (B) to dMY’s officers or directors, any affiliate or family member of any of dMY’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates and (y) who is an individual, (A) to any member of such dMY ▇▇▇▇▇▇’s immediate family, or to a trust for the benefit of such dMY Holder or any member of the immediate family of such ▇▇▇ ▇▇▇▇▇▇, the sole trustees of which are such dMY Holder or any member of such dMY Holder’s immediate family, an affiliate of such dMY Holder or to a charitable organization, (B) by will, other than testamentary document or under the Laws of intestacy upon the death of such dMY Holder or (C) pursuant to a qualified domestic relations order (a “Permitted Transfer”); provided, however, that any Permitted Transfer shall be permitted only if, as set forth a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of such dMY Holder under, and be bound by all of the terms of, this Agreement; provided, the Merger Agreementfurther, Transaction Agreements or the voting and other arrangements that any Transfer permitted under the Organizational Documents this Section 1.03 shall not relieve such dMY Holder 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 Agreement. Any action attempted to be taken Transfer in violation of this Section 1.03 with respect to 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) Subject Securities of any certificated dMY Holder shall be void ab initio and of no force or uncertificated interest representing any of the Subject Shareseffect.

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 (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 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 During the period commencing on the date hereof and ending on the earlier to occur of (xa) pursuant to this Agreementthe Effective Time, and (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 (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 of this Agreement until the date of termination of this Agreement“Expiration Time”), Sponsor each Company Stockholder 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 / 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, (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 (each transaction specified in clauses (i) and (ii), 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 (x) a Company Stockholder may Transfer his, her or its Subject Shares to any other Company Stockholder that has entered into or otherwise agreed to be bound by this Agreement, or (y) (A) if a Company Stockholder is an individual, such Company Stockholder may Transfer any such Subject Shares (1) to any member of such Company Stockholder’s immediate family, or to a trust for the actions specified benefit of such Company Stockholder or any member of such Company Stockholder’s immediate family, the sole trustees of which are such Company Stockholder or any member of such Company Stockholder’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Company Stockholder; or (B) if a Company Stockholder is an entity, such Company Stockholder may Transfer any Subject Shares to any partner, member, or affiliate of such Company Stockholder in clauses accordance with the terms of the Company’s Certificate of Incorporation, as amended from time to time (a)-(c), collectively, the “TransferCompany Charter”), other than or (z) a Company Stockholder may Transfer his, her or its Subject Shares to the Company or to any Non-Redeeming Stockholders or Private Placement Investors, pursuant to the First Merger, (ii) grant any proxies or powers Section 6.4 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; provided further, Transaction Agreements or the voting and other arrangements under the Organizational Documents that in each case such transferee of SPAC, (iii) take any action that would such Subject Shares evidences in a writing reasonably be expected satisfactory 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 Acquiror such transferee’s agreement to be taken in violation of bound by and subject to the preceding sentence will be null terms and void. Sponsor agrees with, and covenants to, provisions hereof to the same extent as such transferring 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 SharesStockholder.

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 Merger Partner Merger Effective Time and the termination of this Agreement, Sponsor other than as contemplated by the Merger Agreement or with the written consent of Merger Partner, 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 Shares; (b) deposit any Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to any such Subject Shares 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 ; (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 Shares (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 Holder and any Affiliates of Holder; (ii) Transfers in connection with any estate planning or charitable giving; (iii) Transfers pursuant to any existing 10b5-1 Plan that has been entered into by Holder prior to the Merger Partner Merger Effective Time; (iv) exercising any stock option to purchase shares of Public Company Common Stock, or any securities convertible into or exercisable or exchangeable for Public Company Common Stock, or other similar awards granted pursuant to the Public Company Stock Plans; (v) Transfer Public Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Public Company Common Stock upon a vesting event of Public Company’s securities or upon the exercise of options to purchase Public Company Common Stock, in each case on a “cashless” or “net exercise” basis or in a sale-to-cover transaction with respect to tax withholding obligations of Holder in connection with such vesting or exercise, whether by means of a “net settlement” or otherwise with respect to awards granted pursuant to the Public Company Stock Plans; or (vi) any Transfer required by Law or required by a Legal Proceeding to which Holder is a party; provided, further, that any Transfer pursuant to clauses (i), (ii) or (vi) 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 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 Sponsor Agreement until the date of termination of this AgreementExpiration Time, Sponsor each 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 Merger. Notwithstanding the foregoing, such Founder Shareholder may make Transfers of the Subject Shares (A) pursuant to this Sponsor Agreement, (iiB) grant 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 Governing 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 Sponsor Agreement is not relinquished, and as a condition to the effectiveness of any proxies or powers of attorney or such Transfer, such transferee shall enter into any voting arrangement, whether by proxy, voting a written agreement, voting trustin form and substance reasonably satisfactory to the Company and SPAC, voting deed or otherwise (including pursuant agreeing to any loan of Subject Shares), or enter into any other agreement, be bound by this Sponsor Agreement to the same extent as such Founder Shareholder was with respect to any such transferred Subject Shares; provided, further, that in each casethe case of clauses (D), other than as set forth in this Agreement(E) or (F), the Merger Agreementtransferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, Transaction Agreements or the voting and other arrangements under the Organizational Documents of SPAC, (iii) take including any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrectsecurities Laws, or would reasonably be expected to have materially delay or impede the effect of preventing Registration Statement or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of Proxy Statement being declared effective under the foregoing actionsSecurities 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 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 H▇▇▇▇▇ 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 (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 to this AgreementDuring the Applicable Period, (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 Shareholder shall not, directly or indirectly, (i) : (a) sell, offer convey, transfer, pledge or otherwise encumber or dispose of any Subject Shares or any capital stock of any of the Company’s Subsidiaries; (b) deposit any Subject Shares or capital stock of the Company’s Subsidiaries into a voting trust or enter into a voting agreement or any other arrangement with respect to sell, contract any such shares or agree purport 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, 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 SharesShares or capital stock of the Company’s Subsidiaries; (d) otherwise permit any liens, whether claims, proxies, voting trusts or agreements, options or any such transaction is to be settled by delivery other encumbrances or restrictions on title, transfer or exercise of any rights of a shareholder in respect of such securities, in cash or otherwise, or Subject Shares (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “TransferEncumbrances”), to be created on any Subject Shares or capital stock of the Company’s Subsidiaries (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 Sharesliens under securities laws), 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. Any actions (any action attempted to be taken described in violation of the preceding sentence will be null clauses (a), (b), (c), (d) and void. Sponsor agrees with(e), and covenants toa “Transfer”); provided, the Company and SPAC however, that Sponsor this Section 1.2 shall not request that SPAC register the prohibit a Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares or capital stock of the Company’s Subsidiaries to any member of the Shareholder’s immediate family, or to a trust for the benefit of the Shareholder or any member of Shareholder’s immediate family, or upon the death of the Shareholder, provided, that any such Transfer referred to in this proviso shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent and Merger Sub, to be bound by all of the terms of this Agreement.

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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Transfer” means (x) the transfer by ▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇) 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 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 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 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 6.13.1 Borrower acknowledges that, in making the Senior Loan, Senior Lenders have relied to a material extent upon the particular business reputation, expertise, creditworthiness, and individual net worth of Borrower and all of the other persons, partnerships, trusts, corporations or other entities who have a direct or indirect interest in Borrower and upon the continuing interest which such persons, partnerships, trusts, corporations or other entities, as owners of direct or indirect interests in Borrower, will have in the Mortgaged Property. An Event of Default shall occur hereunder, and Collateral Agent shall have the right, in its sole and absolute discretion, to declare the principal and interest under the Senior Notes and all sums provided herein immediately due and payable if, without the prior written consent of Collateral Agent, there is (A) directly and indirectly, any lease of the entire property for more than one year, or, except as expressly permitted by the Senior Loan Documents, any sale, transfer, assignment, agreement for deed, conveyance, hypothecation or encumbrance, whether voluntary or involuntary, of all or part of any Mortgaged Property or any interest therein, or (xB) pursuant any sale, transfer, assignment, pledge, hypothecation, or encumbrance of any of the direct or indirect Equity Interest in Borrower or Member, or (C) a seizure of any Mortgaged Property or any portion thereof, or attachment of any Lien on any Mortgaged Property (other than a Permitted Lien) or any portion thereof, whether voluntary or involuntary, which Lien has not been removed or bonded over to this AgreementCollateral Agent's sole satisfaction within sixty (60) days of such attachment (each of the events described in clauses (A) through and including (C) above are referred to hereinafter as a "Transfer"). Without limiting the foregoing, at all times, (yi) upon the consent Mezzanine Maker shall own, directly, all of the Company Equity Interests in Mortgage Maker; and SPAC (ii) MP-WFC Holdings and MP-Bunker Hill shall own, directly, all of the Equity Interests in Mezzanine Maker. 6.13.2 Notwithstanding the provisions of SECTION 6.13.1, subject to satisfying each of the conditions set forth in SECTION 6.13.3, the owners of the direct and indirect Equity Interests in Member of Borrower may Transfer their respective direct and indirect Equity Interests in Member of Borrower to an Approved REIT (a "Permitted Transfer"). 6.13.3 The Transfer described in SECTION 6.13.2 above shall only be permitted in the event each of the following conditions precedent have been fully satisfied to Collateral Agent's satisfaction: (A) Borrower shall have given Collateral Agent not less than thirty (30) days prior written notice of the proposed Transfer; (B) At the time of the proposed Transfer, Borrower, Guarantors and Pledgors shall have ratified and reaffirmed their respective obligations under the applicable Loan Documents (to the extent applicable) in writing in form satisfactory to Collateral Agent in its sole discretion, and the Loan Documents shall be Modified to reflect such changes in reporting requirements applicable to Borrower and the other Loan Parties (including the Approved REIT) as Collateral Agent may reasonably require; (C) Collateral Agent shall have received evidence satisfactory to it in its sole and absolute discretion that adequate provisions have been made for the payment of all income, transfer and real property taxes (including any increases in real property ad valorem taxes) arising from a Permitted Transfer to an Approved REIT, and that the payment of such taxes will not cause the occurrence of (1) a Default or Event of Default under the Loan Documents or (z2) a DSCR Cash Sweep Condition; (D) No Event of Default shall have occurred and be continuing, and no Default shall then exist under the Loan Documents; (E) Collateral Agent shall have had not less than fifteen (15) Business Days to an Affiliate review all Organizational Documents and other material and information which Collateral Agent may request in connection with the formation and capitalization of Sponsor the proposed transferees and any proposed REIT (provided that including the operating partnership thereof), and all such Affiliate Organizational Documents and materials shall enter into be acceptable to Collateral Agent in its good faith discretion. (F) Each of Borrower and Member of Borrower shall at all times be a written agreementSingle-Purpose Entity, and (G) Unless the Junior Obligations have been unconditionally, irrevocably and indefensibly paid and performed in full, Collateral Agent shall have received such guaranties, pledges, reaffirmations and other agreements and instruments, in form and substance reasonably satisfactory to Collateral Agent in its sole and absolute discretion, as Collateral Agent may require in its sole and absolute discretion, together with such opinions of counsel to Makers and the Company Loan Parties as Collateral Agent may require (in form and SPAC, agreeing substance acceptable to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject SharesCollateral Agent in its sole and absolute discretion), from to assure the date existence at all times of this Agreement until a first-priority, perfected security interest in favor of Collateral Agent in one hundred percent (100%) of the date Equity Interests in Borrower, Member of termination of this AgreementBorrower, Sponsor shall notand any Single Purpose Entity owning, directly or indirectly, Equity Interests in Borrower, subject in each case only to the Permitted Liens. In determining whether a proposed REIT is an Approved REIT, Collateral Agent shall have the right to approve the management structure of the proposed REIT and all offering materials and memoranda, prospectuses, SEC filings and other filings and reports provided to any other Governmental Authority or other Person in connection with any public offering of Equity Interests in such proposed REIT. Collateral Agent shall not unreasonably withhold its approval of such matters and, provided that such management structure and any S-11 are not materially different from the draft S-11 dated as of September 3, 2002 (ia copy of which has been delivered to Collateral Agent), Collateral Agent shall be deemed to have approved such management structure and S-11 within fifteen (15) Business Days from the date Collateral Agent receives all information concerning such management structure and S-11, as applicable, as may be reasonably requested by Collateral Agent, unless Collateral Agent shall have delivered to Borrower written notice of its disapproval of the same within such 15-Business Day period). 6.13.4 Notwithstanding the provisions of SECTION 6.13.1, following the consummation of a Permitted Transfer in accordance with the terms and conditions of this SECTION 6.13, the sale, transfer, assignment, pledge, hypothecation, or encumbrance of the direct Equity Interests in (1) the Approved REIT to which the Equity Interests in Borrower were transferred pursuant to this SECTION 6.13, and (2) the operating partnership of such Approved REIT, shall not constitute a Transfer for the purposes hereof; provided, however, that Robert F. Maguire III shall at all times own and control, directly o▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ less than five percent (5%) of such Equity Interests in such Approved REIT or in the operating partnership thereof. Further, notwithstanding the provisions of SECTION 6.13.1, the owners of the Non-Maguire Equity Interests may Transfer their respective direct and in▇▇▇▇▇▇ Equity Interests in MP-Bunker Hill without restriction; provided, however, that (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant at no time shall the Non-Maguire Equity Interests own more than ten and sixty one hundredths ▇▇▇▇▇▇▇ (10.60%) of the direct and indirect interests in Borrower and (b) at no time shall the owner of any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofNon-Maguire Equity Interests possess, directly or indirectly, the power ▇▇ ▇▇▇▇ct or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within cause the meaning of Section 16 direction of the Exchange Actmanagement and policies of MP-Bunker Hill or any other Loan Party. 6.13.5 Consent to a Transfer or, except as otherwise expressly provided herein, consent to any other event requiring consent in accordance with this SECTION 6.13 shall be granted or withheld in Collateral Agent's sole and the rules and regulations absolute discretion and, if granted, shall not constitute a waiver of the Securities and Exchange Commission promulgated thereunder, any Subject Share, (b) enter into any swap requirement of Collateral Agent's consent for subsequent Transfers 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 events. Any Transfer not expressly permitted under this SECTION 6.13 shall 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 deemed void. No Permitted Transfer permitted hereunder or otherwise (including pursuant to permitted by Collateral Agent shall release Borrower, Guarantor or any loan of Subject Shares)Pledgor from any liability, or enter into any other agreementif any, 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 under the Senior Loan Documents. Borrower shall immediately give written notice 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) Collateral Agent of any certificated transaction or uncertificated interest representing any of the Subject Sharesevent that might give rise to a Transfer.

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 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 (xa) pursuant to this Agreement, (yb) upon the written consent of the such 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 the Company SPAC and SPACsuch Company, 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 such 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, the SPAC and such Company and SPAC that Sponsor such Shareholder shall not request that SPAC such 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 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 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 governing 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 (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, 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 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 During the Exclusivity Period, other than (x) pursuant to this Agreement, (y) upon the consent of the Company and SPAC or (zy) 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 SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor such Company 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 Company Shareholder shall not, directly or indirectly, (ia) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant option to purchase or otherwise transferdispose 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 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”), 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 Agreement, the Merger AgreementAgreement or any other Transaction Agreements, Transaction Agreements or the voting and other arrangements under the 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. 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, 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.

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 hereof and ending on the earlier of this Agreement until (a) the date Closing and (b) the liquidation of termination of this AgreementRigel, each Sponsor shall not, directly or indirectly, (i) transfer (aincluding by operation of law) sell, assign, exchange, offer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option, right or warrant option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly file (or indirectly, participate in the filing of) a registration statement with the SEC (other than the 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 with respect to any Rigel Securities and Exchange Commission promulgated thereunder, any Subject Shareor Newco Securities 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 Shares, whether any shares of Rigel Securities or Newco Securities owned by such transaction is to be settled by delivery of such securities, in cash or otherwise, Sponsor or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) of this sentence (the actions specified in clauses (a)-(ci) to (iii), collectively, “Transfer”). Any attempted Transfer of Voting Shares (as defined below) or any interest therein in violation of this Section 1.2 shall be null and void ab initio. This Section 1.2 shall not prohibit a Transfer of Voting Shares by any Sponsor (or prohibit any Sponsor from entering into any contract, option or other than agreement with respect to, or prohibit such Sponsor from consenting to, a Transfer of any of his, her or its Voting Shares or such Sponsor’s voting or economic interest therein) (A) to any Affiliates or any member of such Sponsor’s immediate family or any Affiliates of such Sponsor, (B) by gift to (1) in the case of an individual, a member of such Sponsor’s immediate family, (2) a trust, the beneficiary of which is, or is an Affiliate of, such Sponsor or, in the case of an individual, a member of such Sponsor’s immediate family, or (3) a charitable organization, (C) in the case of an individual, by virtue of laws of descent and distribution upon death, (D) in the case of an individual, pursuant to the First Mergera qualified domestic relations order or in connection with a divorce settlement, (iiE) grant any proxies or powers in the case of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting a trust, voting deed by distribution to one or otherwise more of the permissible beneficiaries of such trust, (including pursuant F) in the event of R▇▇▇▇’▇ liquidation prior to any loan R▇▇▇▇’▇ completion of Subject Sharesthe Business Combination or (G) in the case of an entity, by virtue of the laws of such Sponsor’s jurisdiction of incorporation or organization, such Sponsor’s organizational documents or the rights attaching to the equity interests in such Sponsor upon dissolution of such Sponsor; provided, however, that in the case of clauses (A) through (E), or enter into any other agreementas a pre-condition to such Transfer, the transferee must agree in a writing, reasonably satisfactory in form and substance to Rigel and the Target Companies, to be bound by all of the terms of this Sponsor Agreement. For purposes of this Sponsor Agreement, “immediate family” shall mean with respect to any Subject Sharesnatural person, 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 actionsfollowing: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings. Any action attempted to be taken in violation of the preceding sentence will be null and void. Each Sponsor agrees withthat during the term of this Sponsor Agreement, such Sponsor will not, and covenants will not permit any entity under such Sponsor’s control to, deposit any Voting Shares in a voting trust, grant any proxies with respect to the Company and SPAC that Sponsor shall not request that SPAC register the Transfer (by book-entry Voting Shares or otherwise) of any certificated or uncertificated interest representing subject any of the Subject Voting Shares to any arrangement with respect to the voting of the Voting Shares except as contemplated in this Sponsor Agreement. Each Sponsor hereby revokes any and all previous proxies and attorneys in fact with respect to the Voting Shares.

No Transfer. Other than (x) pursuant From the date hereof until the Expiration Time, notwithstanding anything to this the contrary in any Investment Agreement, (y) upon the consent of the each Company and SPAC or (z) to an Affiliate of Sponsor (provided that such Affiliate Stockholder 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, 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 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, (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 Agreement, or (iii) 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)-(ci), (ii) and (iii), collectively, a “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 Sharesexcept, in each case, for any Transfers of Subject Shares from a Company Stockholder (x) who is an entity, to any partner, member or Affiliate thereof and (y) who is an individual, (A) to any member of such Company Stockholder’s immediate family, or to a trust for the benefit of the Company Stockholder or any member of such Company Stockholder’s immediate family, the sole trustees of which are the Company Stockholder any member of its immediate family or (B) by will, other than testamentary document or under the Laws of intestacy upon the death of such Company Stockholder (a “Permitted Transfer”); provided, however, that any Permitted Transfer shall be permitted only if, as set forth a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to dMY, to assume all of the obligations of such Company Stockholder under, and be bound by all of the terms of, this Agreement; provided, the Merger Agreementfurther, Transaction Agreements or the voting and other arrangements that any Transfer permitted under the Organizational Documents this Section 1.3 shall not relieve a Company Stockholder 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 Agreement. Any action attempted to be taken Transfer in violation of the preceding sentence will this Section 1.3 with respect to a Company Stockholder’s Subject Shares shall be null void ab initio 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 of no force or otherwise) of any certificated or uncertificated interest representing any of the Subject Shareseffect.

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 (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 Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (xthe “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. (a) From and after the execution and delivery of this Agreement until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to this Agreementthe provisions of Section 8.1 (Termination), no Selling Securityholder shall (other than in connection with the Closing of the Transactions), directly or indirectly, (yi) upon the consent grant any proxy, power-of the Company and SPAC attorney, or (z) to an Affiliate of Sponsor (provided that such Affiliate shall enter into any voting trust or other agreement or arrangement with respect to the voting of any the Shares held by such Selling Securityholder, (ii) sell, assign, transfer, pledge, encumber or otherwise dispose of (including, without limitation, by merger, consolidation, sale, liquidation, dissolution, dividend, distribution or otherwise by operation of law), or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance or other disposition of (including, without limitation, by merger, consolidation, sale, liquidation, dissolution, dividend, distribution or otherwise by operation of Law), any Shares other than, no later than ten (10) Business Days prior to Closing, to Affiliates or family members for estate purposes (provided, as a written agreementcondition to such transfer, such transferee executes and delivers a joinder, 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)a Selling Securityholder, from the date of this Agreement until the date of termination of this Agreement, Sponsor shall notor (iii) knowingly, directly or indirectly, (i) (a) sell, offer to sell, contract take 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 cause 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 taking of any Subject Sharesother action that is intended to restrict, whether any such transaction is to be settled by delivery limit or interfere with the performance of such securitiesSelling Securityholder’s obligations hereunder or the transactions contemplated hereby, in cash excluding any bankruptcy filing or otherwiseany action required by applicable Law (each, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, a “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 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 Section 6.14(b) (No Transfer) shall be null and voidvoid ab initio. Sponsor agrees with, and covenants to, the Company and SPAC that Sponsor shall not request that SPAC register the If any involuntary Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares shall occur (including, but not limited to, a sale by any Selling 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 take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to the provisions of Section 8.1 (Termination).

No Transfer. Other than (x) pursuant to under 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)Company, from the date of this Agreement until the date of termination of this Agreement, Sponsor such 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 the economic interest in, or dispose enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to any of the foregoing 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 Securities Exchange ActAct of 1934, and the promulgated rules and or regulations of the Securities and Exchange Commission promulgated thereunderSEC, with respect to any Subject Share, (bShares to any person(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, party any of the economic consequences of ownership of any the 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, (iiiii) 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 under 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 and the Merger Agreement, Transaction Agreements or the voting and other arrangements under the Acquiror Organizational Documents (as of SPACthe Signing Date), (iv) publicly announce any intention to effect any transaction specified in clause (i) through (iii) (the actions specified in (i) through (iii), collectively (a “Transfer”), (v) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein such Stockholder untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor such Stockholder from performing its obligations hereunderobligations, or or, (ivvi) 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 in this Agreement untrue or incorrect or would have the effect of preventing or delaying such Stockholder from performing any of its obligations. Notwithstanding the foregoing, the Stockholder may make transfers of the Subject Shares (A) under this Agreement, or (B) upon the consent of the Company and the Acquiror. Any action attempted to be taken in violation of the preceding sentence sentences will be null and void. Sponsor Such Stockholder agrees with, and covenants to, the Company and SPAC that Sponsor such Stockholder shall not request that SPAC APUS register the Transfer transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Transfer. Other During the Exclusivity Period, other than (x) pursuant to this AgreementAgreement (including in connection with Sections 5.1(a) and 5.2), (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, (ia) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant option to purchase or otherwise transferdispose 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 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”), 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 Agreement, the Merger AgreementAgreement or any other Transaction Agreements, Transaction Agreements any proxy granted in favor of the person(s) designated by SPAC included in the extension Proxy Statement or Proxy Statement/Prospectus, or the voting and other arrangements under the Organizational Documents of SPAC, (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. 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 Each Shareholder hereby agrees, prior to this Agreementthe Termination Date, (y) upon not to do any of the following without 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, except in form and substance reasonably satisfactory each case pursuant 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 Business Combination Agreement, Sponsor shall not, ): (i) directly or indirectly, (i) (aA) sell, offer to sell, contract or agree to sell, hypothecatetransfer, pledge, grant any optionencumber, right or warrant to purchase assign, hedge, swap, convert or otherwise transfer, dispose of (including by merger (including by conversion into securities or agree to transfer other consideration), by tendering into any tender or dispose ofexchange offer, directly by testamentary disposition, by operation of Law or indirectlyotherwise), either voluntarily 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 Actinvoluntarily (collectively, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Share“Transfer”), (bB) enter into any swap Contract, option or other arrangement that transfers or undertaking 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 otherwiseTransfer of, or (cC) deposit 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 materially inconsistent with this Agreement with respect to such Shareholder’s obligations under Section 1 hereto any of such Shareholder’s Covered Shares, (ii) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(cA), 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 SharesB), or enter into any other agreement(C) above, 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 contained herein untrue or incorrect, incorrect or would reasonably be expected to have the effect of preventing or disabling Sponsor such Shareholder from performing its obligations hereunderunder this Agreement; provided, however, that nothing herein shall prohibit a Transfer (i) in the case of an individual, (A) by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such Person, or to a charitable organization, (B) by virtue of Laws of descent and distribution upon death of the individual or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or other qualified domestic relations order, (ii) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (iviii) commit or agree in the case of an entity, to take an Affiliate of such Person; provided, further, that any such Transfer shall be permitted only if, as a precondition to such Transfer, such permitted transferee agrees in writing, reasonably satisfactory in form and substance to SPAC, to assume all of the foregoing actionsobligations of the transferor under, and be bound by all of the terms of, this Agreement. Any action attempted to be taken Transfer in violation of the preceding sentence will this Section 6(b) 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 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 (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 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 AgreementAgreement in accordance with its terms, 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 SPACCompany’s Governing Documents, (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 delaying such Shareholder 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 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 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.

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 during the same extent as Sponsor was with respect to such transferred Subject Shares)Interim Period, each Signing Seller (from the date of this Agreement until the date of termination of on which such Signing Seller becomes a party to 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 Company Shares to any Person other than pursuant to the First Merger, Share Exchange; or (ii) grant any proxies (other than as set forth in this Agreement or powers a proxy granted to a representative of attorney such Signing Seller 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 Company Shares), or enter into any other agreement, with respect to any Subject Company Shares; provided, in each casethat the foregoing shall not prohibit the transfer of Company Shares by a Signing Seller under the following circumstances (collectively, “Permitted Transfers”): (A) to a Signing Seller or an affiliate of a Signing Seller; (B) as a bona fide gift or gifts, (C) to a charitable organization; (D) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the Signing Seller or any other person with whom the Signing Seller has a relationship by blood, marriage or adoption not more remote than first cousin; (E) if the Signing Seller is an individual, by will or intestate succession upon the death of such Signing Seller; (F) by operation of law, such as set forth in this Agreement, the Merger Agreement, Transaction Agreements pursuant to a qualified domestic order or the voting dissolution of marriage or civil union (including, without limitation, a divorce settlement); (G) if the Signing Seller is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the undersigned or its affiliates; and other arrangements under (H) the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation Company 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 an affiliate of the foregoing actionsCompany; provided, further, that for such Transfer to be considered a Permitted Transfer, such transferee shall execute a Seller Joinder agreeing to become a party to this Agreement as a Seller (except in the case of a Transfer to the Company or made as a bona fide gift). Any action attempted to be taken in violation of the preceding sentence will be null and voidvoid and the Company shall refuse to approve and register any Transfer which is not a Permitted Transfer. Sponsor Each Signing Seller 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 Company Shares (and that this Agreement places limits on the voting of the Company Shares). Each Signing Seller agrees with, and covenants to, SPAC and the Company and SPAC that Sponsor such Signing Seller 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 SharesCompany Shares in violation of this Section 9.2.

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 hereof and ending on the earlier of this (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement until shall be terminated in accordance with Section 11.1 (Termination) thereof, the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) sell (a) sellincluding short sells), offer to sell, contract or agree to sell, hypothecate, pledge, grant any optionoption to purchase, right or warrant to purchase tender, convert, encumber, assign or otherwise transfer, transfer or 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 with respect to any SPAC Ordinary Shares or SPAC Warrants owned by the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject ShareSponsor, (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 of SPAC Ordinary Shares or SPAC Warrants owned by the Sponsor, whether either voluntarily or involuntarily (clauses (i) and (ii) collectively, a “Transfer”); or enter into any such transaction is to be settled by delivery of such securitiescontract, in cash option, derivative, hedging or otherwiseother agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the SPAC Ordinary Shares or SPAC Warrants owned by the Sponsor or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (b) (ii); provided, however, that the actions specified in clauses (a)-(c)foregoing shall not prohibit Transfers between the Sponsor and any Affiliate of the Sponsor, collectivelyso long as, “Transfer”), other than pursuant prior to and as a condition to the First Mergereffectiveness of any such Transfer, (ii) grant any proxies such Affiliate executes and delivers to SPAC a joinder to this SPAC Investor Support Agreement in the form attached hereto as Annex A. The Sponsor hereby authorizes SPAC and HoldCo to maintain a copy of this SPAC Investor Support Agreement at either the executive office or powers the registered office of attorney or enter into any voting arrangementSPAC and/or HoldCo. In furtherance of this SPAC Investor Support Agreement, whether by proxythe Sponsor hereby authorizes and will instruct SPAC, voting agreementpromptly after the date hereof, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares)enter, or enter into any other agreementcause its transfer agent to enter, a stop transfer order with respect to all of such Sponsor’s SPAC Ordinary Shares and SPAC Warrants 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 Transfer not permitted 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 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 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 (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 in each case of clauses (a) through (d),such transferee 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, except for a Transfer made in accordance with this Agreement.

No Transfer. Other than (xNotwithstanding the provisions set forth in paragraphs 5(a) pursuant to this and 5(c) of that certain Letter Agreement, (y) upon dated as of November 23, 2021, by and among the consent of the Company Sponsor 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“Voting Letter Agreement”), from during the period commencing on the date of this Agreement until hereof and ending on the date of termination of this AgreementExpiration Time (as defined below), the Sponsor shall not, not directly or indirectly, indirectly (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any optionoption to purchase, right or warrant 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/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 thereunderwith respect to, any Subject Shareshares of SPAC Common Stock or SPAC Warrants owned by the Sponsor, (bii) enter into any swap or other arrangement arrangement, agreement or undertaking that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Sharesshares of SPAC Common Stock or SPAC Warrants or any securities convertible into, or exercisable or exchangeable for, shares of SPAC Common Stock owned by the Sponsor, 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)-(c), i) through (iii) collectively, a “Transfer”); provided, other than pursuant however, that nothing herein shall prohibit a Transfer of the Subject Securities (i) to the First MergerSPAC’s officers, directors or employees, or any Affiliates or family members of any of SPAC’s officers, directors or employees, (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 members or partners of Subject Shares)SPAC or their respective Affiliates, 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 Affiliates of SPAC, or any employees of such Affiliates, or any funds or accounts advised by SPAC or its Affiliates; (iii) take any action that would reasonably be expected to make any representation as a bona fide gift 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, charitable contribution or (iv) commit in connection with any bona fide mortgage, encumbrance or agree pledge to take a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; provided, further, that any such Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Target Companies, to assume all of the foregoing actionsapplicable obligations of the Sponsor under, and be bound by all of the applicable terms of, this Sponsor Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve the Sponsor of its obligations under this Sponsor Agreement. Any action attempted to be taken purported Transfer in violation of this Section 1.2 with respect to the preceding sentence will Subject Securities shall be null void ab initio. In furtherance of the foregoing, SPAC hereby agrees to place a revocable stop order on all shares of SPAC Common Stock and void. Sponsor agrees withSPAC Warrants subject to this Section 1.2, including those which may be covered by a registration statement, and covenants toto notify SPAC’s transfer agent in writing of such stop order and the restrictions on such shares of SPAC Common Stock and SPAC Warrants under this Section 1.2 and direct SPAC’s transfer agent not to process any attempts by the Sponsor to transfer any shares of SPAC Common Stock or SPAC Warrants except in compliance with this Section 1.2; for the avoidance of doubt, the Company and obligations of SPAC that Sponsor under this Section 1.2 shall not request that SPAC register be deemed to be satisfied by the Transfer (by book-entry or otherwise) existence of any certificated or uncertificated interest representing any of similar stop order and restrictions currently existing on the Subject SharesSecurities.