Common use of No Transfers Clause in Contracts

No Transfers. During the Applicable Period, the Sponsor shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquiror; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants or any rights to acquire any securities or equity interests of Acquiror into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants or any rights to acquire any securities or equity interests of Acquiror or grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquiror; (d) otherwise grant, permit or suffer the creation of any Encumbrances on any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers between the Sponsor and any Affiliate of the Sponsor so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company a joinder to this Agreement in the form attached hereto as Annex A. Any Transfer or action in violation of this Section 1.03 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the Sponsor each Restricted Party shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units (or any right, title or interest therein) or any rights to acquire any securities or equity interests Equity Interests of AcquirorBakkt Opco; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units or any rights to acquire any securities or equity interests Equity Interests of Acquiror Bakkt Opco into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units or any rights to acquire any securities or equity interests Equity Interests of Acquiror Bakkt Opco or grant or purport to grant any proxy or power of attorney with respect theretothereto which, in any case, would be inconsistent with or interfere with its obligations hereunder; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units (or any right, title or interest therein) or any rights to acquire any securities or equity interests Equity Interests of AcquirorBakkt Opco which, in any case, would be inconsistent with or interfere with its obligations hereunder (including, without limitation, clause (a) of this Section 1.02); (d) otherwise grant, permit or suffer the creation of grant any Encumbrances Liens on any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers between the Sponsor any Restricted Party and any Affiliate of the Sponsor such Restricted Party so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company VIH a joinder to this Agreement in the form attached hereto as Annex A. B. Any Transfer or action in violation of this Section 1.03 1.02 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Bakkt Opco Units subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the each Sponsor shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants (or any right, title or interest therein) or any rights to acquire any securities or equity interests of AcquirorParent; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants or any rights to acquire any securities or equity interests of Acquiror Parent into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants or any rights to acquire any securities or equity interests of Acquiror Parent or grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants (or any right, title or interest therein) or any rights to acquire any securities or equity interests of AcquirorParent; (d) otherwise grant, permit or suffer the creation of any Encumbrances Liens on any shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers between the such Sponsor and any Affiliate of the such Sponsor so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror Parent and the Company a joinder to this Agreement in the form attached hereto as Annex A. Any Transfer or action in violation of this Section 1.03 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Parent Common Stock or Warrants subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the Sponsor Stockholder shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company, except as otherwise expressly provided in Section 1.02, or grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (d) otherwise grant, permit or suffer the creation of any Encumbrances on any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to or enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Stockholder and any Affiliate of the Sponsor so long asStockholder, (ii) to a trust for the benefit of the Stockholder or to any member of a Stockholder’s immediate family or a trust for the benefit of such immediate family member or (iii) by will, other testamentary document or under the laws of intestacy upon the death of Stockholder or (iv) to an executive officer or director (as of the date of the Merger Agreement) of the Company; provided, further, that a Transfer referred to in subsection (i)-(iv) of the immediately preceding proviso shall be permitted only if, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company a joinder to this Agreement in the form attached hereto as Annex A. C. Any Transfer or action in violation of this Section 1.03 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period. For the avoidance of doubt, nothing in this Section 1.03 shall prevent entry into or performance of any obligations pursuant to the Amended and Restated Registration Rights Agreement.

No Transfers. During the Applicable Period, the Sponsor Stockholder shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company, except as otherwise expressly provided in Section 1.02, or grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (d) otherwise grant, permit or suffer the creation of any Encumbrances on any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to or enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Stockholder and any Affiliate of the Sponsor so long asStockholder, (ii) to a trust for the benefit of the Stockholder or to any member of a Stockholder’s immediate family or a trust for the benefit of such immediate family member or (iii) by will, other testamentary document or under the laws of intestacy upon the death of Stockholder or (iv) to an executive officer or director (as of the date of the Merger Agreement) of the Company1; provided, further, that a Transfer referred to in subsection (i)-(iv) of the immediately preceding proviso shall be permitted only if, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company a joinder to this Agreement in the form attached hereto as Annex A. C. Any Transfer or action in violation of this Section 1.03 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.and

No Transfers. During the Applicable Period, the Sponsor shall notSubject Stockholders agree not to, directly or indirectly: , in one or more transactions, whether by merger, consolidation, division, operation of law, or otherwise (including by succession or otherwise by operation of applicable Law): (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company or grant or purport to grant any proxy or power of attorney with respect theretothereto that is inconsistent with this Agreement; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the direct or indirect sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (d) otherwise grant, permit or suffer the creation of any Encumbrances (as defined in Section 2.04 hereof) on any shares of Acquiror Preferred StockSubject Shares, Acquiror Common Stock or Warrants (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) Permitted Encumbrances (as defined in Section 2.04 hereof); or (e) approve or commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e)the immediately preceding sentence, a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Subject Stockholders and any Affiliate of the Sponsor Subject Stockholders, (ii) if any Subject Stockholder is an individual, to a trust for the benefit of such Subject Stockholder or to any member of such Subject Stockholder’s immediate family or a trust for the benefit of such immediate family member, or (iii) if any Subject Stockholder is an individual, by will, other testamentary document or under the laws of intestacy upon the death of such Subject Stockholder, in each case, so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company Parent a joinder to this Agreement in the form attached hereto as Annex A. B. Any Transfer or action in violation of this Section 1.03 1.02 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the Sponsor shall notStockholder agrees not to, directly or indirectly: , in one or more transactions, whether by merger, consolidation, division, operation of law, or otherwise (including by succession or otherwise by operation of applicable Legal Requirements): (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company or grant or purport to grant any proxy or power of attorney with respect theretothereto that is inconsistent with this Support Agreement; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the direct or indirect sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (d) otherwise grant, permit or suffer the creation of any Encumbrances on any shares of Acquiror Preferred StockSubject Shares, Acquiror Common Stock or Warrants (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) Permitted Encumbrances; or (e) approve or commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e)the immediately preceding sentence, a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Stockholder and any Affiliate of the Sponsor Stockholder, (ii) if the Stockholder is an individual, to a trust for the benefit of the Stockholder or to any member of a Stockholder’s immediate family or a trust for the benefit of such immediate family member or (iii) if the Stockholder is an individual, by will, other testamentary document or under the laws of intestacy upon the death of Stockholder, in each case, so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company Parent a joinder to this Agreement in the form attached hereto as Annex A. B. Any Transfer or action in violation of this Section 1.03 1.02 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the Sponsor Stockholder shall not, directly or indirectly: , in one or more transactions, whether by merger, consolidation, division, operation of law, or otherwise (including by succession or otherwise by operation of applicable Legal Requirements): (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror or the Company or, except as otherwise provided in Section 1.02, grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the direct or indirect sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (d) otherwise grant, permit or suffer the creation of any Encumbrances Liens on any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Lawsapplicable Legal Requirements) or (e) commit or agree to take any of the foregoing actions actions, provide any consent or approval of any matter that would result in any of the foregoing actions, or discuss, negotiate or make an offer to or enter into a commitment, agreement, understanding or similar agreement arrangement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e)the immediately preceding sentence, a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Stockholder and any Affiliate of the Sponsor Stockholder, (ii) if the Stockholder is an individual, to a trust for the benefit of the Stockholder or to any member of a Stockholder’s immediate family or a trust for the benefit of such immediate family member or (iii) if the Stockholder is an individual, by will, other testamentary document or under the laws of intestacy upon the death of Stockholder, in each case, so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company Parent a joinder to this Agreement in the form attached hereto as Annex A. C. Any Transfer or action in violation of this Section 1.03 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the Sponsor shall notStockholder agrees not to, directly or indirectly: , in one or more transactions, whether by merger, consolidation, division, operation of law, or otherwise (including by succession or otherwise by operation of applicable Legal Requirements): (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of AcquirorParent; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Parent into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror Parent or grant or purport to grant any proxy or power of attorney with respect theretothereto that is inconsistent with this Support Agreement; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the direct or indirect sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of AcquirorParent; (d) otherwise grant, permit or suffer the creation of any Encumbrances on any shares of Acquiror Preferred StockSubject Shares, Acquiror Common Stock or Warrants (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) Permitted Encumbrances; or (e) approve or commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e)the immediately preceding sentence, a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Stockholder and any Affiliate of the Sponsor Stockholder, (ii) if the Stockholder is an individual, to a trust for the benefit of the Stockholder or to any member of a Stockholder’s immediate family or a trust for the benefit of such immediate family member or (iii) if the Stockholder is an individual, by will, other testamentary document or under the laws of intestacy upon the death of Stockholder, in each case of clauses (i), (ii) and (iii), so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company a joinder to this Agreement in the form attached hereto as Annex A. Any Transfer or action in violation of this Section 1.03 1.02 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. During the Applicable Period, the Sponsor shall notStockholder agrees not to, directly or indirectly: , in one or more transactions, whether by merger, consolidation, division, operation of law, or otherwise (including by succession or otherwise by operation of applicable Legal Requirements): (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecate or otherwise encumber or dispose of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (b) deposit any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares or any rights to acquire any securities or equity interests of Acquiror the Company or grant or purport to grant any proxy or power of attorney with respect theretothereto that is inconsistent with this Support Agreement; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the direct or indirect sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law)transfer, exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of Acquirorthe Company; (d) otherwise grant, permit or suffer the creation of any Encumbrances on any shares of Acquiror Preferred StockSubject Shares, Acquiror Common Stock or Warrants (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) Permitted Encumbrances; or (e) approve or commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar agreement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e)the immediately preceding sentence, a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between the Sponsor Stockholder and any Affiliate of the Sponsor Stockholder, (ii) if the Stockholder is an individual, to a trust for the benefit of the Stockholder or to any member of a Stockholder’s immediate family or a trust for the benefit of such immediate family member or (iii) if the Stockholder is an individual, by will, other testamentary document or under the laws of intestacy upon the death of Stockholder, in each case of clauses (i), (ii) and (iii), so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to Acquiror and the Company Parent a joinder to this Agreement in the form attached hereto as Annex A. Any Transfer or action in violation of this Section 1.03 1.02 shall be void ab initio. If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.