Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting or expanding any covenant contained in Article V VII or Article VIVIII, Acquiror including the obligations of the Company and Sellers Monocle with respect to the notifications, filings, reaffirmations and applications described in Section 7.3 and Section 8.2, which obligations shall control to the extent of any conflict with this Section 9.1, Monocle and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents consents, clearances and approvals required to be obtained in connection with the transactions contemplated hereby, including for the avoidance of doubt the FAA, European Aviation Safety Agency (“EASA”) or any applicable foreign Civil Aviation Authority (“CAA”), (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquirorthe Monocle Parties, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Mergers and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable, including, for the avoidance of doubt and with respect to (i) Holder Representative, exercising the option described in Section 5.1 of the Amended and Restated Stockholders Agreement to cause each of the Company Stockholders to validly waive, in writing, pursuant to Delaware Law any rights of appraisal or rights to dissent from the Merger or to demand fair value for such Company Stockholders’ equity securities of the Company in connection with the Merger, in each case to the extent applicable and (ii) the Company, making available to Monocle for use in connection with, and contingent upon, the Closing, the cash and cash equivalents of the Company and its Subsidiaries (excluding (x) the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Company or its Subsidiaries as of such time and (y) any cash or cash equivalents of the Company or its Subsidiaries not freely usable by the Company or its Subsidiaries because it is subject to restrictions, limitations or Taxes on use or distribution by Law, Contract or otherwise). Notwithstanding the foregoing, in no event shall Acquiror, any Sellers the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after Subsidiaries is a party in connection with the Closing, consummation of the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Mergers.

Support of Transaction. Without limiting any covenant contained in Article V VI, or Article VI, Acquiror and Sellers shall eachVII (a) the Company shall, and shall each cause their respective its Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) each of SPAC and the Acquisition Entities shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of Acquirorits Subsidiaries or any of SPAC or any of the Acquisition Entities, Sellers or their respective Affiliates as applicable, are required to obtain in order to consummate the transactions contemplated hereby Transactions, (ii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to respectively Grab Holdings Inc., including through the adoption of the appropriate corporate resolutions, and (ciii) use commercially reasonable efforts to take such other actions action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of commercially reasonable efforts to enforce its rights under the Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing; provided, however, that, notwithstanding anything contained in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant this Agreement to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary contrary, nothing in this Agreement, in connection with obtaining including this Article VIII, shall require the Company, any consentsof its Subsidiaries, authorizations SPAC or approvals required in any Acquisition Entity or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order to consummate or otherwise, the transactions contemplated herebysale, Seller and its Affiliates shall not give divestiture, licensing or disposition of any undertakingsassets or businesses of PubCo, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries or SPAC, including, after (D) take or commit to take actions that limit the Closingfreedom of action of any of PubCo, the CompaniesCompany, without any of its Subsidiaries or SPAC with respect to, or the prior written consent ability to retain, control or operate, or to exert full rights of Acquiror ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or Material Subsidiaries or SPAC or (not E) grant any financial, legal or other accommodation to be unreasonably withheldany other Person, conditioned or delayed)including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicableon the terms and subject to satisfaction or waiver of each of the conditions specified herein. Notwithstanding Without limiting the generality of the foregoing, in no event shall promptly after the date hereof, if and when requested by Acquiror, any Sellers or any Company be obligated shall cause the Companies to bear any material expense or pay any material fee or grant any material concession in connection communicate with obtaining any consents, authorizations or approvals required in order to consummate each Person identified on Schedule 3.4 regarding the transactions contemplated hereby pursuant and shall promptly, but in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business with the terms Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of any Contract to which such Company is a party. Notwithstanding anything to Acquiror delivered within five (5) Business Days of the contrary date hereof, the Sellers shall, and shall cause the Companies to, cooperate reasonably with Acquiror in this Agreement, in connection with obtaining any consents, authorizations or approvals consents required in order to consummate such that the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part Brazilian Lines of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, Credit remain outstanding after the Closing, the Companies; provided that, without limiting any other amounts that are be included in the prior written consent computation of Acquiror Closing Date Indebtedness (not including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required to be unreasonably withheldpaid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, conditioned Closing Date Company Transaction Expenses or delayed)Closing Date Working Capital.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI(a) Subject to the other terms and conditions of this Agreement, Acquiror Buyer and Sellers shall eachuse commercially reasonable efforts to (i) take, and shall each or cause their respective Subsidiaries to: (a) use reasonable best efforts Affiliates to assemblepromptly take, prepare and file any information (andto do, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required or cause to be obtained in connection with the transactions contemplated herebydone promptly, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiroractions necessary, Sellers proper or their respective Affiliates are required to obtain advisable in order to consummate and make effective the transactions contemplated hereby by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the same, and (cii) to take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII ARTICLE VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding . (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to the foregoingextent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no event later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall Acquiror, be required to satisfy any Sellers or any Company be obligated to bear any material expense or pay any material portion of a fee or grant payment, or incur any material concession expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in by this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) Each of Parent and Purchaser agree to cooperate with respect to the notices and filings to be made in connection with the consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Parent, Sellers and Purchaser shall (i) use reasonable its best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the transactions contemplated herebyhereby (including in respect of any Gaming Law), (bii) use its reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorParent, Sellers Sellers, Purchaser or their respective Affiliates are is required to obtain in order to consummate the transactions contemplated hereby hereby, and (ciii) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII 7 or otherwise to comply with this Agreement Agreement. In connection therewith and not in limitation thereof, each party shall take or cause to consummate be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated hereby as soon as practicable. Notwithstanding by this Agreement. (b) In furtherance of the foregoing, in no event shall Acquiror, Purchaser agrees that it will comply with any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with requirements imposed by Governmental Authorities as a condition of Purchaser's obtaining any consents, authorizations or approvals Regulatory Authorizations required to be obtained by it in order to consummate the transactions contemplated hereby pursuant to which requirements would not (either individually or in the terms aggregate) have a material adverse effect on the business, operations or financial condition of Purchaser and its Subsidiaries taken as a whole, including without limitation divestiture of any Contract Non-Primary Properties. (c) In furtherance of the foregoing, Parent agrees that it will use its reasonable best efforts to which such Company is a party. Notwithstanding anything to the contrary in this Agreementobtain consents required under Contracts, in connection with obtaining any consents, authorizations or approvals other third party consents required in order to consummate the transactions contemplated herebyhereby ("THIRD PARTY CONSENTS"), Seller and its Affiliates Purchaser will cooperate in all reasonable respects, and work together with Parent to obtain such Third Party Consents; PROVIDED, HOWEVER, that Parent shall not give any undertakings, be required to make any commitments or enter into material expenditures to obtain such Third Party Consents and Purchaser shall not be required to agree to any agreements (other than material modifications to Contracts in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not order to be unreasonably withheld, conditioned or delayed)obtain such Third Party Consents.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror Buyer and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Merger, and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorBuyer, any Sellers the Company or any Company of their respective Subsidiaries be obligated to bear any material expense or pay any material fee fee, other than any routine filing fees, or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby Merger pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a party. Notwithstanding anything Anything contained in this Agreement (including Sections 6.3 and 7.1) to the contrary in this Agreementnotwithstanding, in connection with obtaining none of Buyer, the Company or any consents, authorizations of their respective Subsidiaries will be required to divest (or approvals required in order agree to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give divest) any undertakings, make any commitments business or enter into any agreements assets (other than in each case as part of confirming one or more businesses (or the continued existence assets thereof) of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries which businesses together have aggregate annual revenues of no greater than $3,500,000) in connection with the consummation of the transactions contemplated by this Agreement, including, after and the Closing, the CompaniesCompany and its Subsidiaries shall not, without the prior written consent of Acquiror (not to be unreasonably withheldBuyer, conditioned or delayed)take any such action.

Support of Transaction. Without limiting any covenant contained in Article V ARTICLE VII or Article VIARTICLE VIII, Acquiror including the obligations of CorpAcq Holdco and Sellers CCVII with respect to the notifications, filings, reaffirmations and applications described in Section 9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.02, CCVII and the CorpAcq Parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorCCVII, Sellers CorpAcq Holdco, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, provided that, CorpAcq Holdco and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or CorpAcq Holdco or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by C▇▇▇▇▇▇ ▇▇▇▇▇▇ and CCVII, and (cb) use reasonable best efforts to take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII the other Party set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorCCVII, any Sellers CorpAcq Holdco, the Company, Merger Sub or any Company of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror CorpAcq Holdco or any of its Affiliates, including, after Subsidiaries is a party or otherwise required in connection with the Closing, consummation of the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI(a) Upon the terms and subject to the conditions of this Agreement, the Company, Acquiror and Sellers Merger Sub shall each, and shall each cause use their respective Subsidiaries to: (a) use reasonable best efforts to assembletake, prepare or cause to be taken, all actions, and file any information (andto do, or cause to be done, all things necessary, proper or advisable in connection with the consummation of the Transactions, including the preparation and filing of all forms, registrations and notices required to be filed with Governmental Authorities or other Persons in connection with the consummation of the transactions contemplated hereby, and the taking of such actions as needed, to supplement such information) as may be are reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents any requisite Consents from any Governmental Authority or other Person. In addition, the Parties shall not take any action (other than any action required to be obtained taken under the terms of this Agreement or required under Applicable Law or to which the other Parties shall have granted their consent) that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transaction; provided, however, that, notwithstanding anything in this Agreement to the contrary, Holder 2 shall not be required to provide any information in any regulatory filing that has not previously been provided to Governmental Authorities in the United States and notwithstanding any other provision of this Agreement, Holder 2 shall be permitted to engage in discussions with a Governmental Authority that has requested such information from Holder 2 in order to limit the information to be provided by Holder 2 to such Governmental Authority if (i) Holder 2 has first provided written notice of such discussion or discussions to Acquiror and (ii) such discussions are limited to the information to be provided by Holder 2 to such Governmental Authority. Further, the Parties agree that Acquiror or an Affiliate thereof will be the advocate before any Governmental Authority or other Person in connection with the transactions contemplated hereby, (b) use reasonable best by this Agreement and will control all efforts that are necessary to obtain all material consents any requisite Consents from any Governmental Authority or other Person, in each case in good faith and approvals close cooperation with the Company. Acquiror shall also have the right to reasonably determine the content, terms and conditions of third parties that any applications and filings, including any amendments and supplements to such applications and filings, necessary or appropriate in connection with the Transactions and to resolve any investigation or other inquiry of Acquirorany Governmental Authority (and the staff thereof) in each case, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party may reasonably request advisable to satisfy be made or obtained (in the conditions case of Article VIII such applications or otherwise to comply with this Agreement and to consummate filings) or resolved (in the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers case of such investigations or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreementinquiries), in connection with obtaining any consentsthe execution, authorizations or approvals required in order to consummate delivery and performance of this Agreement and the transactions consummation of the Transactions contemplated hereby, Seller . The Company and its Affiliates the Primary Holders agree that they shall not give initiate any undertakings, contact with any Governmental Authority in connection with the Transactions contemplated hereby and shall not make any commitments filings with the Bankruptcy Court or enter into any agreements (other than with the PUCT, in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companiescase, without the prior written consent of Acquiror (the Acquiror, such consent to not to be unreasonably withheld, conditioned or delayed. (b) Without limiting the generality of Section 7.1(a), but subject to the last sentence of Section 6.1, (i) none of the Company nor the Primary Holders shall intentionally take or permit the Subsidiary to take any action that is reasonably likely to prevent or delay in any material respect the consummation of the transactions contemplated by the EFH Merger Agreement or the Oncor Transactions, and (ii) the Company and the Subsidiary shall exercise its rights, if any, that it has as an equity holder of Oncor or as a party to the Oncor LLC Agreement (including its right to consent and vote), if any, and take other actions within its reasonable control so as to cause Oncor to comply with its covenants and agreements set forth in the Oncor Letter Agreement. (c) Each of the Parties will use reasonable best efforts to obtain (i) from EFH the ▇▇▇ Transfer Restriction Waiver and (ii) to the extent required by applicable Law, a Final Order of the Bankruptcy Court approving the execution, delivery and performance by EFH of the ▇▇▇ Transfer Restriction Waiver. (d) Nothing in this Agreement, including this Section 7.1, shall require, or be construed to require, Acquiror, Merger Sub or any of their Affiliates to agree to the sale, license, divestiture, hold separate or other disposition of any assets, categories of assets or businesses or other segments of Acquiror or Merger Sub or any of their respective Affiliates.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, Acquiror including the obligations of Doge and Sellers TZUP with respect to the notifications, filings, reaffirmations and applications described in Section 7.03, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, TZUP and Doge shall each, and each shall each cause their respective Subsidiaries to, and Doge to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental governmental, regulatory and regulatory other consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorTZUP, Sellers Doge, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, to the extent agreed to in writing by TZUP, Doge shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with Doge or its Subsidiaries, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorTZUP, Merger Sub, Doge, any Sellers or any Company of its Subsidiaries, be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company Doge, any of its Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise required in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence consummation of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any other covenant contained in this Article V or Article VI, Acquiror and Sellers shall eachV: (a) The Parties shall, and shall each cause their respective Subsidiaries Affiliates to: (a) , cooperate and use their respective reasonable best efforts to assembletake, prepare or cause to be taken, all actions, and file any information (andto do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the Purchase and Sale as needed, to supplement such information) as may be reasonably necessary to obtain as promptly soon as practicable all governmental (and regulatory consents required in any event prior to be obtained in connection with the transactions contemplated hereby, (bTermination Date) use reasonable best efforts and to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such actions or do such things as any other actions as may reasonably be necessary or as another Party may reasonably request in order to satisfy cause any of the conditions to such other Party’s obligation to consummate such transactions specified in Article VI to be fully satisfied. (b) Seller Parent and each Seller, as appropriate, shall use commercially reasonable efforts to provide or facilitate reasonable access for Buyer, during normal business hours and in such manner as to not interfere with the normal operation of Article VIII Seller Parent’s or otherwise Sellers’ respective businesses, to comply persons who will be Business Employees if employed immediately prior to Closing, in each case, for the purpose of allowing Buyer to determine matters relating to the post-Closing employment of such employees; provided, that any such access shall be (i) subject to and in accordance with the HSR Act and any other antitrust or competition Laws, (ii) only upon reasonable advance notice and at mutually agreed times, (iii) conducted under the supervision of Seller Parent (or its applicable Representatives) and (iv) at Buyer’s sole cost and expense. Seller Parent and each Seller will reasonably cooperate with Buyer in setting up retention arrangements for such employees or categories of employees as Buyer specifies to Seller Parent, in each case, at Buyer’s sole cost and expense. (c) Except as expressly provided herein, nothing in this Agreement and shall require any of Seller Parent, Sellers of any of their respective Affiliates (i) to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee consideration or offer or grant any material concession in connection with obtaining financial accommodation to induce a waiver or obtain a consent from any consents, authorizations Person or approvals required in order (ii) to consummate the transactions contemplated hereby pursuant agree to the modify any terms of any Contract to which induce any such Company is a party. Notwithstanding anything waiver or obtain any such consent if such modification would become effective prior to Closing. (d) Buyer shall not, and shall cause its Affiliates not to, take any action or otherwise acquire or agree to acquire equity or assets of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any corporation, partnership, association or other business organization, or any business unit, division, Subsidiary or other portion thereof, in each case, that engages in the contrary solid waste collection, transfer station, recycling or any other business competitive with the Business in this Agreementthe Geographic Region or within 40 miles of the boundary of the Geographic Region, if any such action would reasonably be expected to prevent or delay the expiration or termination of the waiting period under the HSR Act in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller Purchase and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Sale.

Support of Transaction. (a) Without limiting any covenant contained in Article V or Article VI, Acquiror including the obligations of Acquiror, Parent and Sellers Seller with respect to the notifications, filings, reaffirmations and applications set forth on Schedule 3.5 as described in Section 5.3 and Section 6.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 7.1, Acquiror, on the one hand, and Seller and Parent, on the other hand, shall each, and shall each cause their respective Subsidiaries to: (ai) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (bii) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers Seller, Parent or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Sale and to perform their obligations under the Transaction Documents and the Permits set forth on Schedule 8.2(c)(vii), and (ciii) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable and, in any event, prior to the Termination Date. Notwithstanding the foregoing, except to the extent reimbursable pursuant to the TSA, in no event shall Acquiror, any Sellers Parent, Seller or any Company of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company the Parent, Seller or any of their respective Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party in connection with obtaining any consents, authorizations or approvals required in order to consummate the consummation of the Sale and the transactions contemplated herebyby the Transaction Documents. (b) Without limiting the obligations under Section 7.1(a), Parent and Seller will provide written notice of the pending transactions contemplated hereby to each counterparty to (i) a Contract set forth on Schedule 3.3 or Schedule 8.2(c)(iii) and request such counterparty’s written consent to the transactions contemplated hereby and in the other Transaction Documents promptly following the date hereof and (ii) unless the parties otherwise agree, to each other Contract that is expected to be an Assumed Contract promptly (to the extent reasonably practicable) following the date hereof. All such notices shall be in form and substance reasonably satisfactory to Acquiror. Parent and Seller shall promptly advise Acquiror of all material communications (and provide copies of any written communications) received from any such counterparties in respect of such requests or any counterparty in respect of any Contract that is expected to be an Assumed Contract and is related to the transactions contemplated hereby or in the other Transaction Documents, and shall promptly provide Acquiror with copies of any written responses thereto. Parent and Seller shall consult with Acquiror with respect to any such communications and shall afford Acquiror a reasonable opportunity to participate in any meeting (in person or telephonic) between Parent, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its their Affiliates, includingon one hand, and such counterparty, on the other hand, to address any concerns raised by such communications. (c) If and to the extent that the valid, complete and perfected transfer or assignment of any Contract included in the Chinese Cometals Assets or Russian Cometals Assets (and the assumption of the related Chinese Cometals Assumed Liability or Russian Cometals Assumed Liability), whether before or after giving effect to the consummation of the transactions contemplated by this Agreement or the Contribution Agreement, would be a violation of applicable Law, or require any Approvals or Notifications that have not been obtained or made by the Effective Time or are required to be obtained or made by this Agreement but that have not been obtained or made by the Closing, then the Companiesterms of Section 2.5 of the Contribution Agreement shall apply mutatis mutandis to such transfer or assignment as set forth therein, without with CMC China and CMC Russia Rep Office as the prior written consent of Acquiror (not to be unreasonably withheldassignors and Traxys China and Traxys Russia as the assignees, conditioned or delayed)as applicable.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each(i) The Company shall, and shall each cause their respective Subsidiaries the other Nettar Companies and the Acquisition Entities to: , and (ii) SPAC shall, (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any Nettar Company or any of Acquirorthe Acquisition Entities and SPAC, Sellers or their respective Affiliates as applicable, are required to obtain in order to consummate the transactions contemplated hereby Transactions, and (cb) take or cause such other actions action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of reasonable best efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding ; provided, that, notwithstanding anything contained herein to the foregoingcontrary, nothing in no event this Agreement shall Acquirorrequire any Nettar Company, SPAC or the Acquisition Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Nettar Companies, (iv) take or commit to take actions that limit the freedom of action of any of the Nettar Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any Sellers of the businesses, product lines or any Company be obligated to bear any material expense assets of the Nettar Companies or pay any material fee SPAC or (v) grant any material concession in connection with obtaining financial, legal or other accommodation to any consentsother Person (for the avoidance of doubt, authorizations or approvals required in order to consummate without limiting the transactions contemplated hereby pursuant to express obligations of such parties under the terms of any Contract to which such Company is a party. Notwithstanding anything to this Agreement and the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayedAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V ‎Article 7 or Article VI‎Article 8, Acquiror including the obligations of the Company and Sellers SPAC with respect to the notifications, filings, reaffirmations and applications described in ‎Section 7.03 and ‎Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this ‎Section 9.01, SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and SPAC, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII the other Party set forth in ‎Article 10 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorSPAC, any Sellers Merger Sub, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or otherwise required in connection with the consummation of the Transactions. Notwithstanding Without breach of any representation, warranty, covenant or agreement of the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary in this Agreementcontained herein or therein, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries may, includingfollowing consultation with SPAC in good faith, after purchase and/or sell (but may not redeem (including through the SPAC Stockholder Redemption)) shares of SPAC Class A Common Stock at any time prior to the Closing; provided that, the Companies, without Company shall cause all shares so acquired that are owned by the prior written consent Company or any of Acquiror (not its Subsidiaries as of the record date established pursuant to ‎Section 9.02(e) to be unreasonably withheld, conditioned or delayed)voted in favor of each of the SPAC Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article V IX or Article VIX, Acquiror including the obligations of JV GmbH, PP Holding, PubCo, Merger Sub, the Shareholders and Sellers SEDA with respect to the notifications, filings, reaffirmations and applications described in Section 11.02, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 11.01, JV GmbH, PP Holding, PubCo, Merger Sub, the Shareholders and SEDA shall each, and JV GmbH and the Shareholders shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, Transactions; (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorJV GmbH, Sellers PP Holding, PubCo, Merger Sub, the Shareholders and SEDA or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to the Aerospace Business Assets or material Contracts with PP Holding, JV GmbH or JV GmbH’s Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII XII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorJV GmbH, any Sellers PP Holding, PubCo, Merger Sub, the Shareholders, SEDA or any Company JV GmbH’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract pertaining to the Aerospace Business or to which such Company PP Holding, JV GmbH or JV GmbH’s Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise in connection with obtaining any consentsthe consummation of the Transactions, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than filing and similar fees payable to Governmental Authorities, including in each case as part respect of confirming the continued existence of the ContractCFIUS, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to which shall be unreasonably withheld, conditioned or delayedpaid in accordance with Section 14.07(b).

Support of Transaction. (a) Without limiting any covenant contained in Article V or Article VISection 5.1, Acquiror each Contributor and Sellers shall eachInvestor shall, and shall each cause their respective Subsidiaries (including the Company) to: (ai) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained or otherwise address any change-of-control requirements in connection with the transactions contemplated hereby, ; (bii) use commercially reasonable best efforts to obtain obtain, in form and substance reasonably acceptable to the other Parties, all material consents and approvals of third parties that any of Acquirorthe Contributors or the Investors, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby by this Agreement and the Related Documents; and (ciii) take such other action and do or cause to be done, as soon as reasonably practicable, all things necessary, proper or advisable (subject to any Laws) to consummate the Closing and the other transactions contemplated by this Agreement, including the negotiation, execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement or the Related Agreements, including such actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII 7 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding . (b) Upon obtaining knowledge thereof, each Party shall promptly notify the foregoing, other Parties of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense respect, or pay (ii) any material fee Action that shall be instituted or grant threatened against such Party or its Affiliates to restrain, prohibit or otherwise challenge the legality of any material concession in connection with obtaining transaction contemplated by this Agreement. (c) Each Party shall use commercially reasonable efforts to prevent the entry of any consentsOrder which would prohibit, authorizations make unlawful or approvals required in order to consummate delay the consummation of the transactions contemplated hereby pursuant to the terms of and each Party shall defend, at its sole cost and expense, any Contract to which such Company is a party. Notwithstanding anything to the contrary in this AgreementAction, whether judicial or administrative, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)by this Agreement.

Support of Transaction. Without limiting any covenant contained in Article V VIII or Article VIIX, Acquiror including the obligations of the Company, PubCo, Merger Sub, the Major Shareholders and Sellers RMG II with respect to the notifications, filings, reaffirmations and applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, PubCo, Merger Sub, the Company, the Major Shareholders and RMG II shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, Transactions; (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorPubCo, Sellers Merger Sub, RMG II, the Company, the Major Shareholders or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorPubCo, any Sellers Merger Sub, RMG II, the Major Shareholders, the Company or any Company the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its AffiliatesSubsidiaries is a party or otherwise in connection with the consummation of the Transactions, includingother than filing and similar fees payable to Governmental Authorities, after which shall be borne by the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned Company or delayed)its Subsidiaries.

Support of Transaction. (a) Without limiting any covenant contained in Article V IV or Article VIV, Acquiror Purchaser and Sellers Seller shall each, and Seller shall each cause their respective Subsidiaries the Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorPurchaser, Sellers Seller or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby by this Agreement, and (c) take such other actions action as may be reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorPurchaser, any Sellers Seller, the Companies or any Company of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby by this Agreement pursuant to the terms of any Contract to which such Company any of the Companies is a party. Notwithstanding anything . (b) Purchaser and Seller shall each shall give the other reasonably detailed written notice promptly upon learning of the occurrence of any event that would cause or constitute a breach, or that would have caused a breach had such event occurred or been known to such party prior to the contrary date of this Agreement, of any of its representations or warranties in this Agreement, . (c) Purchaser and Seller shall each promptly notify the other in connection with obtaining writing upon: (i) becoming aware of any consents, authorizations order or approvals required in decree or any complaint praying for an order to consummate or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated herebyhereunder, Seller and its Affiliates shall not give or (ii) receiving any undertakings, make notice from any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any Governmental Authority of its Affiliatesintention to institute an investigation into, including, after the Closingor institute a suit or proceeding to restrain or enjoin, the Companies, without the prior written consent consummation of Acquiror (not this Agreement or such transactions or to be unreasonably withheld, conditioned nullify or delayed)render ineffective this Agreement or such transactions if consummated.

Support of Transaction. Without limiting any covenant contained in Article V or Article VIVII, Acquiror GCM PubCo, the Grosvenor Holders and Sellers Grosvenor Companies shall each, and shall each cause their respective Subsidiaries to: (a) to use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement take such information) action as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding ; provided that, notwithstanding anything contained herein to the foregoingcontrary (other than the obligations of the Grosvenor Holders and Grosvenor Companies in Section 7.1(b), excluding the first sentence of such Section), nothing in no event this Section 5.6 or otherwise in this Agreement shall Acquirorrequire the Grosvenor Holders, Grosvenor Companies or their respective Subsidiaries or Affiliates to (i) propose, negotiate, effect or agree to any undertakings, commitments or conditions, (ii) commence or threaten to commence, pursue or defend against any Action or Legal Proceeding, whether judicial or administrative, (iii) seek to have any stay or Governmental Order entered into by any court or other Governmental Authority vacated or reversed, (iv) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Grosvenor Holders, Grosvenor Companies or their respective Subsidiaries or Affiliates, (v) take or commit to take actions that limit the freedom of action of any of the Grosvenor Holders, Grosvenor Companies or their respective Subsidiaries or Affiliates with respect to, or the ability to retain, any Sellers of the businesses, product lines or assets of the Grosvenor Holders, Grosvenor Companies or their respective Subsidiaries or Affiliates, (vi) make, or offer to make, or be required to make, any Company be obligated to bear any material expense payment or pay any material fee or grant any material concession other commitment in connection with obtaining any consentsconsent, authorizations waiver or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms modification of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreementrights or otherwise or (vii) grant any financial, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit legal or other regulatory consent, authorization or approval) binding upon Acquiror or accommodation to any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)other Person.

Support of Transaction. Without limiting any covenant contained in Article V VIII or Article VIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, Acquiror and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, Holdings and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers Merger Sub, Holdings, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or otherwise required in connection with the consummation of the Transactions. Notwithstanding Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary in this Agreementcontained herein or therein, in connection with obtaining any consentsthe Company, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Holdings or any of its Affiliates, including, after their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Class A Common Stock at any time prior to the Closing; provided that, the CompaniesCompany and Holdings shall cause all shares so acquired that are owned by the Company, without Holdings or any of their respective Subsidiaries or Affiliates as of the prior written consent of Acquiror (not record date established pursuant to Section 10.02(b) to be unreasonably withheld, conditioned or delayed)voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror including the obligations of the Company and Sellers SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, including any required approvals of the FCC, the FAA, or State Regulators for transfers of control of the holders of the Company Licenses and the RDOF Subsidiary, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to Material Contracts with the Company or its Subsidiaries, and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, any Sellers Merger Sub, the Company or any Company its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or its Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence consummation of the Contract, Permit or other regulatory consent, authorization or approvalTransactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)above.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each(i) The Company shall, and shall each cause their respective Subsidiaries the other Caravelle Companies and the Acquisition Entities to: , and (ii) SPAC shall, (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any Caravelle Company or any of Acquirorthe Acquisition Entities and SPAC, Sellers or their respective Affiliates as applicable, are required to obtain in order to consummate the transactions contemplated hereby Transactions, and (cb) take or cause such other actions action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of reasonable best efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding ; provided, that, notwithstanding anything contained herein to the foregoingcontrary, nothing in no event this Agreement shall Acquirorrequire any Caravelle Company, SPAC or the Acquisition Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Caravelle Companies, (iv) take or commit to take actions that limit the freedom of action of any of the Caravelle Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any Sellers of the businesses, product lines or any Company be obligated to assets of the Caravelle Companies or SPAC or (v) bear any material expense or expense, pay any material fee or grant any material concession in connection with obtaining financial, legal or other accommodation to any consentsother Person (for the avoidance of doubt, authorizations or approvals required in order to consummate without limiting the transactions contemplated hereby pursuant to express obligations of such parties under the terms of any Contract to which such Company is a party. Notwithstanding anything to this Agreement and the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayedAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each(i) The Company shall, and shall each cause their respective Subsidiaries the other Rumble Companies to: , and (ii) SPAC shall, and shall cause CallCo and ExchangeCo to, (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorRumble Company, Sellers SPAC, CallCo or their respective Affiliates are ExchangeCo, as applicable, is required to obtain in order to consummate the transactions contemplated hereby Transactions, and (cb) take or cause such other actions action as may be reasonably be necessary or as another Party the other party hereto may reasonably request to satisfy the conditions of Article ‎Article VIII (including, in the case of SPAC, the use of commercially reasonable efforts to enforce SPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding ; provided, that, notwithstanding anything contained herein to the foregoingcontrary, nothing in no event this Agreement shall Acquirorrequire any Rumble Company or SPAC or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action (except as required under Section 7.6, and without limiting the express obligations to make regulatory filings under ‎Section 7.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Rumble Companies, (iv) take or commit to take actions that limit the freedom of action of any of the Rumble Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any Sellers of the businesses, product lines or any Company be obligated to bear any material expense assets of the Rumble Companies or pay any material fee SPAC or (v) grant any material concession in connection with obtaining financial, legal or other accommodation to any consentsother Person (for the avoidance of doubt, authorizations or approvals required in order to consummate without limiting the transactions contemplated hereby pursuant to express obligations of such parties under the terms of any Contract to which such Company is a party. Notwithstanding anything to this Agreement and the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayedAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V VI, Article VII or Article VIVIII, Acquiror Buyer and Sellers Seller shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers Seller, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby by this Agreement, and (c) promptly take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Notwithstanding the foregoing, in no event shall AcquirorExcept as otherwise specifically provided herein, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant of any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant by this Agreement shall be borne and paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Buyer furthermore shall use its reasonable best efforts (including by substituting an equivalent guaranty and/or a letter of credit of Buyer or an Affiliate thereof) to cooperate with Seller to obtain as soon as practicable following the date hereof (and to be effective from and following the Closing) the full and irrevocable release of Seller from all of its liabilities and obligations under and with respect to the terms of any Contract Lease Guaranty with respect to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations matters first arising or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, occurring after the Closing, subject to the Companiesterm of, without and only to the extent contemplated by, the Lease Guaranty; provided, however, that notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, (a) such release of Seller with respect to the Lease Guaranty shall not be a condition of Seller’s obligation to consummate the Closing, and (b) in the event such release of Seller is not obtained prior written consent to the Closing, Buyer shall, from and after the Closing, indemnify Seller with respect to Damages that Seller may incur or suffer directly in respect of Acquiror a claim by the landlord under the Lease Guaranty which is caused by a breach or default under the Wisconsin Lease first arising or occurring after the Closing Date as a direct result of the actions of Buyer or an Affiliate thereof (not to be unreasonably withheld, conditioned or delayedincluding a member of the Company Group).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) Each of Parent and Purchaser agree to cooperate with respect to the notices and filings to be made in connection with the consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Parent, Sellers and Purchaser shall (i) use reasonable its best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the transactions contemplated herebyhereby (including in respect of any Gaming Law), (bii) use its reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorParent, Sellers Sellers, Purchaser or their respective Affiliates are is required to obtain in order to consummate the transactions contemplated hereby hereby, and (ciii) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII 7 or otherwise to comply with this Agreement Agreement. In connection therewith and not in limitation thereof, each party shall take or cause to consummate be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated hereby as soon as practicable. Notwithstanding by this Agreement. (b) In furtherance of the foregoing, in no event shall Acquiror, Purchaser agrees that it will comply with any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with requirements imposed by Governmental Authorities as a condition of Purchaser's obtaining any consents, authorizations or approvals Regulatory Authorizations required to be obtained by it in order to consummate the transactions contemplated hereby pursuant to which requirements would not (either individually or in the terms aggregate) have a material adverse effect on the business, operations or financial condition of Purchaser and its Subsidiaries taken as a whole, including without limitation divestiture of any Contract Non-Primary Properties. (c) In furtherance of the foregoing, Parent agrees that it will use its reasonable best efforts to which such Company is a party. Notwithstanding anything to the contrary in this Agreementobtain consents required under Contracts, in connection with obtaining any consents, authorizations or approvals other third party consents required in order to consummate the transactions contemplated herebyhereby ("Third Party Consents"), Seller and its Affiliates Purchaser will cooperate in all reasonable respects, and work together with Parent to obtain such Third Party Consents; provided, however, that Parent shall not give any undertakings, be required to make any commitments or enter into material expenditures to obtain such Third Party Consents and Purchaser shall not be required to agree to any agreements (other than material modifications to Contracts in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not order to be unreasonably withheld, conditioned or delayed)obtain such Third Party Consents.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, Holdings and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Acquiror, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers First Merger Sub, Second Merger Sub, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or otherwise required in connection with the consummation of the Transactions. Notwithstanding Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary in this Agreementcontained herein or therein, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its Affiliates, including, after Subsidiaries may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Class A Common Stock at any time prior to the Closing; provided that, the Companies, without Company shall cause all shares so acquired that are owned by the prior written consent Company or any of Acquiror (not its Subsidiaries as of the record date established pursuant to Section 9.02(b) to be unreasonably withheld, conditioned or delayed)voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) Each of Sellers and Purchaser agree to cooperate with respect to the notices and filings to be made in connection with the consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Sellers and Purchaser shall (i) use its commercially reasonable best and diligent efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the transactions contemplated herebyhereby (including in respect of any Gaming Law), (bii) use its commercially reasonable best diligent efforts to obtain all material consents and approvals of third parties that any of AcquirorSellers, Sellers Purchaser or their respective Affiliates are is required to obtain in order to consummate the transactions contemplated hereby hereby, and (ciii) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII 7 or otherwise to comply with this Agreement Agreement, and to consummate complete resolution of various pending title matters. In connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities or other parties and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated hereby as soon as practicable. Notwithstanding by this Agreement. (b) In furtherance of the foregoing, in no event shall Acquiror, Purchaser agrees that it will comply with any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with requirements imposed by Governmental Authorities as a condition of Purchaser's obtaining any consents, authorizations or approvals Regulatory Authorizations required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required be obtained by it in order to consummate the transactions contemplated hereby. (c) In furtherance of the foregoing, Seller Sellers agree that they will use their reasonable best efforts to obtain consents required under Contracts, or other third party consents required to consummate the transactions contemplated hereby ("Third Party Consents"), and its Affiliates Purchaser will cooperate in all reasonable respects, and work together with Parent to obtain such Third Party Consents; provided, however, that Sellers shall not give any undertakings, be required to make any commitments material expenditures to obtain such Third Party Consents. Further, if any such consent is not obtained Sellers shall reasonably cooperate with Purchaser to provide for Purchaser the benefit, monetary or enter into otherwise, of any agreements (such Contract including enforcement of any and all rights of Sellers against the other than in each case as part party thereto arising out of confirming the continued existence of the any breach or cancellation thereof by such party or otherwise. Any such cooperation shall not cause Sellers to violate any such Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror and Sellers shall each(a) the Company shall, and shall each cause their respective its Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) each of SPAC and the Acquisition Entities shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of Acquirorits Subsidiaries or any of SPAC or any of the Acquisition Entities, Sellers or their respective Affiliates as applicable, are required to obtain in order to consummate the transactions contemplated hereby Transactions, (ii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to “Veraxa Biotech AG”, including through the adoption of the appropriate corporate resolutions, and (ciii) use commercially reasonable efforts to take such other actions action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of commercially reasonable efforts to enforce its rights under the Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing; provided, however, that, notwithstanding anything contained in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant this Agreement to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary contrary, nothing in this Agreement, in connection with obtaining including this Article VIII, shall require the Company, any consentsof its Subsidiaries, authorizations SPAC or approvals required in any Acquisition Entity or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order to consummate or otherwise, the transactions contemplated herebysale, Seller and its Affiliates shall not give divestiture, licensing or disposition of any undertakingsassets or businesses of PubCo, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries or SPAC, including, after (D) take or commit to take actions that limit the Closingfreedom of action of any of PubCo, the CompaniesCompany, without any of its Subsidiaries or SPAC with respect to, or the prior written consent ability to retain, control or operate, or to exert full rights of Acquiror ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or SPAC, or (not E) grant any financial, legal or other accommodation to be unreasonably withheldany other Person, conditioned or delayed)including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any other covenant contained in Article V or this Article VI, Acquiror and Sellers shall each: (a) The Parties shall, and shall each cause their respective Subsidiaries Affiliates to: (a) , and direct their representatives to, cooperate and use their respective commercially reasonable best efforts to assembletake, prepare or cause to be taken, all actions, and file to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the Transaction as soon as practicable (and in any event prior to the Termination Date), including by responding to and complying with any request for information (andor documents under applicable Laws and regulations and providing all notices, as neededfilings or other submissions, to supplement such information) and obtaining or receiving all authorizations, consents and approvals as may be reasonably necessary required with respect to obtain the Assumed Permits in order to have such Assumed Permits transferred or assigned (or, if not transferable or assignable, reissued) to the Purchased Companies and the Purchased Subsidiaries, as promptly as practicable all governmental applicable (it being understood and regulatory consents required agreed that to the extent any such Assumed Permit cannot be obtained in connection so transferred, assigned or reissued prior to the Closing, the provisions of Section 6.16(b) related to any Transferred Assets that are Non-Assignable Assets shall apply with the transactions contemplated herebyrespect to such Assumed Permit, mutatis mutandis). (b) use reasonable best efforts to obtain all material consents None of Buyers, Buyer Parent or Merger Subs shall, and approvals of third parties that any of Acquiror, Sellers or shall cause their respective Affiliates are required not to, acquire or agree to obtain acquire equity or assets of, or other interests in, or amalgamate, merge or consolidate with (or agree to amalgamate, merge or consolidate with), any corporation, partnership, association or other business organization, or any business unit, division, Subsidiary or other portion thereof, if any such action would reasonably be expected to (i) materially increase the risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Transaction, (ii) materially increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, (iii) materially delay the satisfaction of the conditions contained in order to consummate Article VII or (iv) otherwise prevent or materially delay the transactions contemplated hereby and consummation of the Transaction. (c) take such other actions Except as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with expressly provided herein, nothing in this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers require Seller Parent or any Company be obligated of its Affiliates (i) to bear any material expense or pay any material fee consideration or offer or grant any material concession in connection with obtaining financial accommodation to induce a waiver or obtain a consent from any consents, authorizations Person or approvals required in order (ii) to consummate the transactions contemplated hereby pursuant agree to the modify any terms of any Contract to which induce any such Company is a party. Notwithstanding anything waiver or obtain any such consent if such modification would become effective prior to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, to the extent agreed to by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company or its Subsidiaries, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers First Merger Sub, Second Merger Sub, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after Subsidiaries is a party or otherwise required in connection with the Closing, consummation of the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, Acquiror including the obligations of the Company, the Seller Parties and Sellers FPAC with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, the Company, the Seller Parties, New Topco and FPAC shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, including with respect to the matter set forth on Schedule 9.01(a); (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquirorthe Company, Sellers the Seller Parties, New Topco and FPAC or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to material Contracts with the Company or the Company Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers party or any Company its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or the Company Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise in connection with obtaining any consentsthe consummation of the Transactions, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming filing and similar fees payable to Governmental Authorities, which shall be borne by the continued existence of Company or the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Company Subsidiaries.

Support of Transaction. Without limiting any covenant contained in Article V ARTICLE VIII or Article VIARTICLE IX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and Sellers applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, Acquiror, Holdings and the Company shall each, and shall each cause their respective Subsidiaries to: to use commercially reasonable efforts to (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, Holdings and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Acquiror, and (c) take such other actions as may reasonably be necessary or action as another Party may reasonably request to satisfy the conditions of Article VIII any other Party set forth in ARTICLE XI or otherwise to comply with this Agreement and to consummate and make effective the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers Merger Sub, Holdings, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or otherwise required in connection with the consummation of the Transactions. Notwithstanding Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary in this Agreementcontained herein or therein, in connection with obtaining any consentsthe Company, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Holdings or any of its Affiliates, including, after their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Common Stock at any time prior to the Closing; provided that, the CompaniesCompany and Holdings shall cause all shares so acquired that are owned by the Company, without Holdings or any of their respective Subsidiaries or Affiliates as of the prior written consent of Acquiror (not record date established pursuant to Section 10.02(b) to be unreasonably withheld, conditioned or delayed)voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror Buyer and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Merger and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, reasonably cooperate to obtain consents and provide notices to the extent required in connection with the transactions contemplated hereby pursuant to the terms of the leases of real property set forth on Schedule 8.1; provided that in no event shall any failure to obtain any such consent result in the failure of any closing condition to be satisfied. Notwithstanding the foregoing, in no event shall AcquirorBuyer (except as expressly set forth in this Agreement, any Sellers including Section 8.2), the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby Merger pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Subsidiaries is a party.

Support of Transaction. (a) Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror except as otherwise set forth in Section 8.09 and Sellers shall eachSection 8.10, each of SPAC, Merger Sub and the Company shall, and the Company shall each cause their respective its Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to take, or cause to be taken, and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that in no event shall SPAC, Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such consents or approvals of third parties (other than any Governmental Authority), and none of SPAC, Merger Sub, the Company or its Subsidiaries shall agree to bear any such material expense or pay any such material fee without obtaining the prior written consent of the other Parties, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII IX or otherwise to comply with this Agreement Agreement. All fees, costs and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession expenses incurred by a Party in connection with obtaining any consents, authorizations or approvals the governmental and regulatory consents required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, be obtained in connection with obtaining any consents, authorizations or approvals required in order the Transactions shall be borne fifty percent (50%) by SPAC and fifty percent (50%) by the Company. The Company shall use commercially reasonable efforts to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than an employment agreement with ▇▇▇▇▇ ▇▇▇▇▇▇▇, in each case reasonable consultation with SPAC, to become effective as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).,

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each(i) The Company shall, and shall cause the other AEye Companies to, and (ii) each cause their respective Subsidiaries to: of Acquiror and Merger Sub shall, (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any AEye Company or any of AcquirorAcquiror or Merger Sub, Sellers or their respective Affiliates as applicable, are required to obtain in order to consummate the transactions contemplated hereby Transactions and (cb) take or cause such other actions action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII (including, in the case of Acquiror, the use of reasonable best efforts to enforce Acquiror’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding ; provided, that, notwithstanding anything contained herein to the foregoingcontrary, nothing in no event this Agreement shall Acquirorrequire any AEye Company, Acquiror or Merger Sub or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action (except as required under Section 7.6, and without limiting the express obligations to make regulatory filings under Section 7.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed (except as required under Section 7.6), (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the AEye Companies, (iv) take or commit to take actions that limit the freedom of action of any of the AEye Companies or Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any Sellers of the businesses, product lines or any Company be obligated to bear any material expense assets of the AEye Companies or pay any material fee Acquiror or (v) grant any material concession in connection with obtaining financial, legal or other accommodation to any consents, authorizations or approvals required in order to consummate other Person (for the transactions contemplated hereby pursuant to avoidance of doubt without limiting the express obligations of such parties under the terms of any Contract to which such Company is a party. Notwithstanding anything to this Agreement and the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayedAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V VI, or Article VI, Acquiror and Sellers shall eachVII (a) the Company shall, and shall each cause their respective its Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) each of SPAC and the Acquisition Entities shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of Acquirorits Subsidiaries or any of SPAC or any of the Acquisition Entities, Sellers or their respective Affiliates as applicable, are required to obtain in order to consummate the transactions contemplated hereby Transactions (including the consents and approvals set forth in Section 8.3 of the Company Disclosure Letter), (ii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to Prenetics Holding Company, including through the adoption of the appropriate corporate resolutions, and (ciii) use commercially reasonable efforts to take such other actions action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of the Company, SPAC and PubCo, the use of commercially reasonable efforts to enforce their respective rights under the Subscription Agreements) or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing; provided, however, that, notwithstanding anything contained in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant this Agreement to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary contrary, nothing in this Agreement, in connection with obtaining including this Article VIII, shall require the Company, any consentsof its Subsidiaries, authorizations SPAC or approvals required in any Acquisition Entity or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order to consummate or otherwise, the transactions contemplated herebysale, Seller and its Affiliates shall not give divestiture, licensing or disposition of any undertakingsassets or businesses of PubCo, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries or SPAC, including, after (D) take or commit to take actions that limit the Closingfreedom of action of any of PubCo, the CompaniesCompany, without any of its Subsidiaries or SPAC with respect to, or the prior written consent ability to retain, control or operate, or to exert full rights of Acquiror ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or SPAC or (not E) grant any financial, legal or other accommodation to be unreasonably withheldany other Person, conditioned or delayed)including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) Prior to the Termination Date (as defined below) as to such Party and subject to the terms and conditions hereof, each Party hereby covenants and agrees to (i) support the Transaction embodied in the Term Sheet, (ii) negotiate in good faith, and use its good faith efforts, to execute, as expeditiously as practicable, the Definitive Documents, each of which shall be in form and substance acceptable to the Company and the Consenting Noteholders of a majority of the Restricted Debt Holdings (the “Required Holders”) (provided, that the Backstop Commitment Agreement, the amended offering memorandum (the “Amended Offering Memorandum”), consistent with the Term Sheet, including a Descriptions of Notes for each of the New First Lien Notes and the Second Lien Subordinated Notes (together, the “Descriptions of Notes”), the Subscription Agreement and the Escrow Agreement and the Noteholder Representative Appointment Letter shall be in the form attached hereto as Exhibit B, Exhibit C, Exhibit D, Exhibit E and Exhibit F, respectively; provided, further, that the Intercreditor Agreement shall be acceptable in form and substance to Consenting Noteholders holding at least 662/3% of the Restricted Debt Holdings, as of the date on which the consent or approval is solicited, in their sole discretion (it being understood that, notwithstanding anything herein to the contrary, this second proviso may only be amended or amended in whole or in part with respect to all Consenting Noteholders by a written instrument executed by Consenting Noteholders holding at least 662/3% of the Restricted Debt Holdings, as of the date on which the consent or approval is solicited, in their sole discretion, and, if so waived, all Consenting Noteholders shall be bound by such waiver or amendment)), (iii) use commercially reasonable best efforts to assembleconsummate and complete the Transaction, prepare and file (iv) not take any information (andaction, as neededor fail to take any action, nor encourage any other person or entity to supplement such information) as may be reasonably necessary take any action or fail to obtain as promptly as practicable all governmental and regulatory consents required take any action, that is materially inconsistent with or that would prevent, interfere with, forestall, delay or impede the consummation of the Transaction. The Company will cause the Amended Exchange Offer to be obtained in connection with the transactions contemplated hereby, open for a period of ten (10) business days. (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain As contemplated in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate be reflected in the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant Definitive Documents and subject to the terms of any Contract to which such Company is a party. Notwithstanding anything and conditions hereof and thereof, prior to the contrary Termination Date as to such Consenting Noteholder, each Consenting Noteholder shall tender, or cause and/or direct the tender of, its Existing Subordinated Notes in this Agreementthe Amended Exchange Offer in the amount of its Restricted Debt Holdings on or prior to the early tender deadline contemplated in the Amended Offering Memorandum, and any additional Existing Subordinated Notes subsequently acquired by such Holder prior to such early tender deadline, to the extent practicable, or otherwise by the tender deadline contemplated in connection with obtaining the Amended Offering Memorandum. (c) Prior to the Termination Date, the Company will (i) not, and will not encourage any consentsother person or entity to, authorizations or approvals required in order to consummate the transactions contemplated herebysolicit, Seller and its Affiliates shall not give any undertakings, make any commitments negotiate or enter into any agreements agreement with respect to any Alternative Transaction, and (other ii) provide prompt written notice to the Required Holders and Milbank (and in any event no later than in each case as part of confirming the continued existence one (1) calendar day) of the Contractreceipt of any proposal or expression of interest, Permit whether written or other regulatory consentoral, authorization in undertaking an Alternative Transaction that the Company is evaluating in good faith, including the terms thereof and the identity of the person or approval) binding upon Acquiror or any group of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)persons involved.