Common use of Voting Agreements Clause in Contracts

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at any meeting of Four Leaf’s stockholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any action by written consent of Four Leaf’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the Transactions; and c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against (i) any action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, or adversely affect the Mergers or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long as this Support Agreement is Sponsor, solely in effect, the Sponsor and the Class B Stockholders, in their its capacity as stockholders a shareholder of Four LeafSPAC, covenant irrevocably and agree unconditionally agrees that, during the term of this Agreement, at the SPAC Special Meeting, at any other meeting of Four Leaf’s stockholders the SPAC Shareholders related to the transactions contemplated by the Merger Agreement Transactions (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leaf’s stockholders the SPAC Shareholders related to the Transactions (the SPAC Special Meeting and all such other meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting in person or by proxy or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares in favor of the Business Combination Agreement, the Ancillary Agreements and the Transactions and each of the proposals relating to the Transactions other SPAC Party Shareholder Approval Matters, and any other matters necessary or reasonably requested by Four Leaf the Company and/or Pubco for consummation of the Mergers and the Transactions; and c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect toto or withhold its class consent and/or written consent, as applicable), all of the Sponsor Shares against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, SPAC under the Merger Agreement or the Additional AgreementsBusiness Combination Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement; . (iid) and The obligations of the Sponsor specified in this Section 1 shall apply whether or not commit the board of directors of SPAC has changed, withdrawn, withheld, qualified or agree modified, or publicly proposed to take change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transactions or any action inconsistent with the foregoingdescribed above.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersThe Stockholder, in their its capacity as stockholders a stockholder of Four Leafthe Company, covenant covenants and agree agrees that, at any meeting of Four Leafthe Company’s stockholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any action by written consent of Four Leafthe Company’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders Stockholder shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Stockholder Shares in favor of each of the proposals relating to the Transactions Transactions, the Merger, the payment of the Closing Merger Consideration in accordance with the Merger Agreement, the payment of the Earn-Out Shares in accordance with the Agreement, and any other matters necessary or reasonably requested by Four Leaf the Company for consummation of the Mergers Merger and the Transactions; and; c. authorize and approve the Merger to the extent the approval of any of the Company’s stockholders is required or applicable pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, as amended from time to time (the “Company Charter”); d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Stockholder Shares against (i) any action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Company under the Merger Agreement or the Additional AgreementsAgreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Stockholder contained in this Support Agreement; and e. in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or the Company Financing Agreements (iias defined below) and not commit or agree otherwise sought with respect to take any action inconsistent with the foregoingMerger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Stockholder Shares held at such time in favor thereof.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at (a) At any meeting of Four Leaf’s the stockholders related to of the transactions contemplated by the Merger Agreement (the “Transactions”)Company, whether annual or special and whether or not an adjourned or postponed meeting, and however called, and or at any adjournment thereof, or in connection with any action by written other circumstance in which the vote, consent or other approval of Four Leaf’s the stockholders related to of the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”)Company is sought, the Sponsor and the Class B Stockholders shallStockholder agrees, subject to and solely in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) his, her or its capacity as a stockholder of the Merger Agreement: a. when the Meeting is heldCompany, to (i) appear at the Meeting each such meeting or otherwise cause all of his, her or its Owned Shares and all of his, her or its Covered Shares entitled to vote that the Sponsor Shares Stockholder holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Company Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum; b. , and (ii) vote (or execute and return an action by written consent), or cause to be voted at the Meeting voted), or execute and deliver a written consent (or validly execute and return and cause such a written consent to be granted with respect to)executed and delivered) covering, all of the Sponsor Shares Subject Company Shares: (i) in favor of each the Merger and the adoption of the proposals relating to the Transactions Merger Agreement and any other matters necessary or reasonably requested by Four Leaf the Company for consummation of the Mergers Merger and the Transactions; (ii) in favor of any proposal to adjourn a meeting at which there is a proposal for shareholders of the Company to approve and adopt the Merger Agreement and the Transactions, to a later date if there are not sufficient votes to approve and adopt the foregoing, or if there are not sufficient shares present in person or represented by proxy at such meeting to constitute a quorum; and c. vote (or execute and return an action by written consent), or cause iii) against any proposal (A) in opposition to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all approval of the Sponsor Shares against Merger Agreement, (iB) inconsistent with the Merger Agreement or the Transactions, (C) relating to any Company Acquisition Proposal or (D) relating to any other action or business before such meeting that (1) would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactions, (y) result in a breach of any covenant, representation other Transactions or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Company under the Merger Agreement, (2) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement; . (iib) and The obligations of the Stockholder specified in this Section 1.1 shall apply whether or not commit the Merger or agree to take any action inconsistent with described above is recommended by the foregoingCompany Board.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at (a) At any meeting of Four Leaf’s stockholders related shareholders of Frontstep called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "SHAREHOLDERS' MEETING"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement (Agreement, provided that the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any action by written consent of Four Leaf’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) terms of the Merger Agreement:Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock. a. when (b) At any meeting of shareholders of Frontstep or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. Shareholder shall vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause voted) such consent to be granted with respect to), all of the Sponsor Shares in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the Transactions; and c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shareholder's Shares against (i) any action that Acquisition Proposal (other than the Merger), any amendment of Frontstep's Articles of Incorporation or Code of Regulations or other proposal or transaction involving Frontstep or any of its subsidiaries which amendment or other proposal or transaction would reasonably be expected to (x) in any manner impede, interfere withfrustrate, delayprevent or nullify the Merger, postpone, attempt to discourage, frustrate the purposes of, or adversely affect the Mergers Merger Agreement or any of the Transactionsother transactions contemplated by the Merger Agreement, (yiii) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Four Leaf underFrontstep under the Merger Agreement or this Agreement; and (iv) except as otherwise agreed to in writing in advance by MAPICS, prevent against any of the following actions or nullify any provision of, agreements (other than the Merger Agreement or the Additional Agreementstransactions contemplated thereby): (A) any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (C) any change in the present capitalization or dividend policy of Frontstep; or (D) any other material change in Frontstep's corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder's Shares in favor of (w) any amendment of Frontstep's Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting securities of Frontstep (or debt or equity securities of Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (40%) of the total voting power of Frontstep, or (zII) result in a breach of any covenant, representation or warranty the sale or other obligation disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or agreement dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the Sponsor book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the contrary contained in this Support Agreement; (ii) , each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Frontstep and not commit or agree to take any action inconsistent with discharge such Shareholder's fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the foregoingOhio Revised Code.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersEach Supporter, in their such Supporter’s capacity as stockholders a stockholder of Four LeafRedwoods, covenant and agree agrees that, during the term of this Agreement, at any the special meeting of Four LeafRedwoods’s stockholders related (the “Redwoods Special Meeting”) to be called and held in connection with the transactions contemplated by the Merger Agreement (the “Transactions”), or at any other meeting of Redwoods’s stockholders called and held for such purpose (whether annual regular or special and whether or not an adjourned or postponed meeting, however called and however calledincluding any adjournment or postponement thereof), and in connection with any action by written consent of Four LeafRedwoods’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (Redwoods Special Meeting and all such other meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders such Supporter shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Supporter Shares owned by such Supporter in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the TransactionsRequired Transaction Proposal; and c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Supporter Shares owned by such Supporter against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent Redwoods or nullify any provision of, Merger Sub under the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor such Supporter contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long The Shareholder agrees with, and covenants to, Parent as this Support Agreement is in effect, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at follows: (a) At any meeting of Four Leaf’s stockholders related shareholders of Independence called to the transactions contemplated by vote upon the Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is sought (collectively, the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any action by written consent of Four Leaf’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Shareholders’ Meeting”), the Sponsor Shareholder shall vote (or cause to be voted) all of the Shareholder’s Shares in favor of the execution and delivery by Independence of the Merger Agreement, and the Class B Stockholders shallapproval of the terms thereof and each of the Transactions; provided however, subject that nothing in this Agreement shall be deemed to require the Shareholder to vote any Shares over which he has or shares voting power solely in a fiduciary capacity on behalf of any Person other than Independence if the Shareholder determines in good faith that such a vote would cause a breach of fiduciary duties to such other Person. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants Parent an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the payment of the termination fee to the Parent in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval9.3(a) of the Merger Agreement:, the Shareholder will automatically be released from the irrevocable proxy granted hereunder. a. when (b) At any meeting of Independence’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. Shareholder shall vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause voted) such consent to be granted with respect to), all of the Sponsor Shares in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the Transactions; and c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shareholder’s Shares against (i) any action that Acquisition Proposal or Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Independence, or (ii) any amendment of Independence’s articles of incorporation or bylaws or other proposal or transaction involving Independence, which amendment or other proposal or transaction would reasonably be expected to (x) in any manner delay, impede, interfere withfrustrate, delayprevent or nullify the Merger Agreement, postpone, attempt to discourage, frustrate the purposes of, or adversely affect the Mergers or any of the Transactions, Transactions (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement each of the Sponsor contained foregoing in this Support Agreement; clause (i) or (ii) and not commit or agree to take any action inconsistent with the foregoingabove, a “Competing Transaction”).

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersEach Supporter, in their such Supporter’s capacity as stockholders a stockholder of Four LeafPurchaser, covenant and agree agrees that, during the term of this Agreement, at the Purchaser Stockholder Meeting, at any other meeting of Four LeafPurchaser’s stockholders related to the transactions contemplated by the Merger Purchase Agreement (the “Transactions”), ) (whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, including any adjournment or postponement thereof) and in connection with any action by written consent of Four LeafPurchaser’s stockholders related to the Transactions transactions contemplated by the Purchase Agreement (the Purchaser Stockholder Meeting and all such other meetings or consents related to the Purchase Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders such Supporter shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Supporter Shares owned by such Supporter in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the TransactionsPurchaser Proposals; and c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Supporter Shares owned by such Supporter against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Acquisition or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, Purchaser under the Merger Purchase Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor such Supporter contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at (a) At any meeting of Four Leaf’s the stockholders related to of the transactions contemplated by the Merger Agreement (the “Transactions”)Company, whether annual or special and whether or not an adjourned or postponed meeting, and however called, and or at any adjournment thereof, or in connection with any action by written other circumstance in which the vote, consent or other approval of Four Leaf’s the stockholders related to of the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”)Company is sought, the Sponsor and the Class B Stockholders shallStockholder agrees, subject to and solely in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) his, her or its capacity as a stockholder of the Merger Agreement: a. when the Meeting is heldCompany, to (i) appear at the Meeting each such meeting or otherwise cause all of his, her or its Owned Shares and all of his, her or its Covered Shares entitled to vote that the Sponsor Shares Stockholder holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Company Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum; b. , and (ii) vote (or execute and return an action by written consent), or cause to be voted at the Meeting voted), or execute and deliver a written consent (or validly execute and return and cause such a written consent to be granted with respect to)executed and delivered) covering, all of the Sponsor Shares Subject Company Shares: (i) in favor of each the Mergers and the adoption of the proposals relating to the Transactions Merger Agreement and any other matters necessary or reasonably requested by Four Leaf the Company for consummation of the Mergers and the Transactions; (ii) in favor of any proposal to adjourn a meeting at which there is a proposal for shareholders of the Company to approve and adopt the Merger Agreement and the Transactions, to a later date if there are not sufficient votes to approve and adopt the foregoing, or if there are not sufficient shares present in person or represented by proxy at such meeting to constitute a quorum; and c. vote (or execute and return an action by written consent), or cause iii) against any proposal (A) in opposition to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all approval of the Sponsor Shares against Merger Agreement, (iB) inconsistent with the Merger Agreement or the Transactions, (C) relating to any Company Acquisition Proposal or (D) relating to any other action or business before such meeting that (1) would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers or any of the Transactions, (y) result in a breach of any covenant, representation other Transactions or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Company under the Merger Agreement, (2) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement; . (iib) and The obligations of the Stockholder specified in this Section 1.1 shall apply whether or not commit the Mergers or agree to take any action inconsistent with described above is recommended by the foregoingCompany Board.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersEach Supporter, in their such Supporter’s capacity as stockholders a shareholder of Four LeafPurchaser, covenant and agree irrevocably agrees that, during the term of this Agreement, at any the extraordinary general meeting of Four LeafPurchaser’s stockholders related shareholders (the “Purchaser Extraordinary General Meeting”) to be called and held in connection with the transactions contemplated by the Merger Purchase Agreement (the “Transactions”), or at any other meeting of Purchaser’s shareholders called and held for such purpose (whether annual ordinary or special extraordinary and whether or not an adjourned or postponed meeting, however called and however calledincluding any adjournment or postponement thereof), and in connection with any action by written consent of Four LeafPurchaser’s stockholders shareholders related to the Transactions transactions contemplated by the Purchase Agreement (the Purchaser Extraordinary General Meeting and all such other meetings or consents related to the Purchase Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders such Supporter shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Supporter Shares owned by such Supporter in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the TransactionsPurchaser Shareholder Approval Matters; and c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Supporter Shares owned by such Supporter against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Acquisition or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, Purchaser under the Merger Purchase Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor such Supporter contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersThe Sponsor, in their its capacity as stockholders of Four Leafan Acquiror Stockholder, covenant and agree agrees that, at the Special Meeting, at any other meeting of Four Leaf’s stockholders related to the transactions contemplated by the Merger Agreement Acquiror Stockholders (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, including any adjournment or postponement thereof) and in connection with any action by written consent of Four Leaf’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”)Acquiror Stockholders, the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) shall cause any other holder of record of any of the Merger AgreementSponsor’s Founder Shares to: a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause the Sponsor Sponsor’s Founder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Sponsor’s Founder Shares in favor of each of the proposals relating to the Transactions Proposals and any other matters necessary or reasonably requested by Four Leaf the Company for consummation of the Mergers Merger and the Transactionsother transactions contemplated by the Merger Agreement; and c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Sponsor’s Founder Shares against (i) any Business Combination Proposal other than with the Company, its stockholders and their respective Affiliates and Representatives and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactionsother transactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, Acquiror under the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Sponsor Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long During the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as this Support the Merger Agreement is shall be terminated in effectaccordance with Articles XI of the Merger Agreement (whichever earlier, the Sponsor and the Class B Stockholders“Expiration Time”), in their capacity as stockholders of Four Leaf, covenant and agree each Shareholder agrees that, at any meeting of Four Leaf’s stockholders the shareholders of the Company or Holdco related to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), ) (whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leafthe Company’s stockholders shareholders or later Holdco’s shareholders related to the Transactions (all such meetings or consents related to the Transactions, collectively referred to herein as the “Meetings” and each a “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreementsuch Shareholder shall or shall cause its Vehicle to: a. when the a Meeting is held, appear at the such Meeting or otherwise cause the Sponsor Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shareholder Shares in favor of each the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Organizational Documents of the proposals relating to the Transactions and any other matters Company or Holdco that is deemed necessary or reasonably requested advisable by Four Leaf the Company or Holdco for consummation purposes of the Mergers and effecting the Transactions; and c. d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shareholder Shares against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Initial Merger, the SPAC Merger or any of the other Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent the Company or nullify any provision of, the Holdco under the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Shareholder contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long as this Support Agreement (a) At any meeting of the shareholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Acquiror is in effectsought, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at any meeting of Four Leaf’s stockholders related to the transactions contemplated by the Merger Agreement shall (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any action by written consent of Four Leaf’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approvali) of the Merger Agreement: a. when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of its Covered Shares entitled to vote that the Sponsor Shares holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Acquiror Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum; b. , (ii) not redeem any Subject Acquiror Shares at such meeting and (iii) vote (or execute and return an action by written consent), or cause to be voted at the Meeting voted), or execute and deliver a written consent (or validly execute and return and cause such a written consent to be granted with respect to)executed and delivered) covering, all of the Sponsor Shares Subject Acquiror Shares: (i) in favor of each Proposal; (ii) in favor of any proposal to adjourn a meeting at which there is a proposal for shareholders of Acquiror to approve and adopt the proposals relating Proposals to a later date if there are not sufficient votes to approve and adopt the Transactions and any other matters necessary Proposals, or reasonably requested if there are not sufficient shares present in person or represented by Four Leaf for consummation of the Mergers and the Transactionsproxy at such meeting to constitute a quorum; and c. vote (or execute and return an action by written consent), or cause iii) against any proposal (A) in opposition to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all approval of the Sponsor Shares against Merger Agreement, (iB) inconsistent with the Merger Agreement or the Transactions, (C) relating to any Acquiror Acquisition Proposal or (D) relating to any other action or business before such meeting that (1) would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactions, (y) other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf underAcquiror under the Merger Agreement, prevent or nullify (2) would result in the failure of any provision of, condition set forth in Article IX of the Merger Agreement to be satisfied or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement; . (iib) and The obligations of the Sponsor specified in this Section 1.1 shall apply whether or not commit the Merger or agree to take any action inconsistent with described above is recommended by the foregoingAcquiror Board.

Voting Agreements. For so long Sponsor, solely in its capacity as a shareholder of Purchaser, agrees that, during the term of this Support Agreement is in effectAgreement, at the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree thatSpecial Shareholder Meeting, at any other meeting of Four Leaf’s stockholders the Purchaser Shareholders related to the transactions contemplated by the Merger Agreement Transactions (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leaf’s stockholders the Purchaser Shareholders related to the Transactions (the Special Shareholder Meeting and all such other meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares in favor of the Business Combination Agreement, the Ancillary Documents and the Transactions and each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the TransactionsPurchaser Shareholder Approval Matters; and c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, Purchaser under the Merger Agreement or the Additional AgreementsBusiness Combination Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long During the period commencing on the date hereof and ending on the earlier to occur of (a) the consummation of the Transactions, and (b) such date and time as this Support Agreement is the BCA shall be terminated in effectaccordance with Section 10.1 thereof (the “Expiration Time”), the Sponsor and the Class B Stockholderseach Stockholder, in their its capacity as stockholders a stockholder of Four LeafSPAC, covenant and agree agrees that, at the Special Meeting, at any other meeting of Four Leaf’s stockholders SPAC Shareholders related to the transactions contemplated by the Merger Agreement BCA (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, including any adjournment or postponement thereof) and in connection with any action by written consent of Four Leaf’s stockholders SPAC Shareholders related to the Transactions transactions contemplated by the BCA (the Special Meeting and all such other meetings or consents related to the BCA, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Stockholder Shares in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the TransactionsSPAC Shareholder Matters; and c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Stockholder Shares against (i) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers SPAC Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, SPAC under the Merger Agreement or the Additional Agreements, BCA or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement; (ii) and . The obligations of the Stockholders specified in this Section 1 shall apply whether or not commit the SPAC Merger or agree to take any action inconsistent with the foregoingdescribed above is recommended by SPAC Board.

Voting Agreements. For so long as this Support Agreement is Sponsor, solely in effect, the Sponsor and the Class B Stockholders, in their its capacity as stockholders a shareholder of Four LeafSPAC, covenant irrevocably and agree unconditionally agrees that, during the term of this Agreement, at the extraordinary general meeting, at any other meeting of Four Leaf’s stockholders the SPAC Shareholders related to the transactions contemplated by the Merger Agreement Transactions (the “Transactions”), whether an annual or special extraordinary general meeting and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leaf’s stockholders the SPAC Shareholders related to the Transactions (the extraordinary general meeting and all such other meetings or consents related to the BCA, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares Securities to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares Securities in favor of the BCA and the Transactions, each of the proposals relating to other SPAC Shareholder Approval Matters, and the Transactions and any other matters adjournment of the Meeting, if necessary or reasonably requested by Four Leaf for consummation desirable in the reasonable determination of the Mergers and the TransactionsSPAC; and c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares Securities against (i) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers or any of the other Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, SPAC under the Merger Agreement or the Additional Agreements, BCA or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement; and (iid) vote (or execute and not commit return an action by written consent), or agree cause to take be voted, all of the Sponsor Securities against any action inconsistent with the foregoingAlternative Transaction.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersEach Stockholder, in their its capacity as stockholders a stockholder of Four Leafthe Company, covenant and agree agrees that, at any meeting of Four Leafthe Company’s stockholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leafthe Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders such Stockholder shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Stockholder Shares in favor of each of the proposals relating to Merger, the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers Merger Agreement and the Transactions; andtransactions contemplated thereby (collectively, the “Stockholder Matters”); c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Stockholder Shares in favor of any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum; (d) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and (ie) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any Company Alternative Transaction or against any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or materially and adversely affect the Mergers Merger or any of the Transactionstransactions contemplated by the Merger Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Stockholder contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as this Support the Merger Agreement is shall be terminated in effectaccordance with its terms (whichever earlier, the Sponsor and the Class B Stockholders“Expiration Time”), each Shareholder, in their its capacity as stockholders a shareholder of Four Leafthe Company, covenant and agree irrevocably agrees that, at any meeting of Four Leafthe Company’s stockholders shareholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special special, and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any action by written consent of Four Leafthe Company’s stockholders shareholders related to the Transactions (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders such Shareholder shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor its Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor its Shares in favor of each of the proposals relating Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Transactions and any other matters Company’s Organizational Documents that is deemed necessary or reasonably requested advisable by Four Leaf the Company for consummation purposes of the Mergers and effecting the Transactions; and c. d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor its Shares against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Company under the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor such Shareholder contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class B StockholdersEach Member, in their its capacity as stockholders a member of Four Leafthe Company, covenant and agree agrees that, at any meeting of Four Leafthe Company’s stockholders members related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leafthe Company’s stockholders members related to the Transactions transactions contemplated by the Merger Agreement (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders such Member shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. (a) when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares Member Interests to be counted as present thereat for the purpose of establishing a quorum; b. (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares Member Interests in favor of each of the proposals relating to Merger, the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers Merger Agreement and the Transactions; andtransactions contemplated thereby; c. (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares Member Interests in favor of any proposal to adjourn a Meeting at which there is a proposal for members of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient membership interests present in person or represented by proxy at such Meeting to constitute a quorum; (d) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Member Interests against any proposal for any amendment or modification of the Company’s Operating Agreement that would change the voting rights or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (ie) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Member Interests against any Company Competing Transaction or against any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or materially and adversely affect the Mergers Merger or any of the Transactionstransactions contemplated by the Merger Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Member contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long During the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as this Support the Merger Agreement is shall be terminated in effectaccordance with Articles XI of the Merger Agreement (whichever earlier, the Sponsor and the Class B Stockholders“Expiration Time”), in their capacity as stockholders of Four Leaf, covenant and agree each Shareholder agrees that, at any meeting of Four Leaf’s stockholders the shareholders of the Holdco related to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), ) (whether annual or special and whether or not an adjourned or postponed meeting, however called and however called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of Four Leafthe Holdco’s stockholders shareholders related to the Transactions (all such meetings or consents related to the Transactions, collectively referred to herein as the “Meetings” and each a “Meeting”), the Sponsor and the Class B Stockholders such Shareholder shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement: a. when the a Meeting is held, appear at the such Meeting or otherwise cause the Sponsor Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shareholder Shares in favor of each the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Organizational Documents of the proposals relating to the Transactions and any other matters Holdco that is deemed necessary or reasonably requested advisable by Four Leaf the Holdco for consummation purposes of the Mergers and effecting the Transactions; and c. d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shareholder Shares against (i) any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers Initial Merger, the SPAC Merger or any of the other Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Holdco under the Merger Agreement or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor Shareholder contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. For so long as this Support Agreement (a) At any meeting of the shareholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Acquiror is in effectsought, the Sponsor and the Class B Stockholders, in their capacity as stockholders of Four Leaf, covenant and agree that, at any meeting of Four Leaf’s stockholders related to the transactions contemplated by the Merger Agreement shall (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any action by written consent of Four Leaf’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approvali) of the Merger Agreement: a. when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of its Covered Shares entitled to vote that the Sponsor Shares holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Acquiror Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum; b. , (ii) not redeem any Subject Acquiror Shares at such meeting and (iii) vote (or execute and return an action by written consent), or cause to be voted at the Meeting voted), or execute and deliver a written consent (or validly execute and return and cause such a written consent to be granted with respect to)executed and delivered) covering, all of the Sponsor Shares Subject Acquiror Shares: (i) in favor of each Proposal; (ii) in favor of any proposal to adjourn a meeting at which there is a proposal for shareholders of Acquiror to approve and adopt the proposals relating Proposals to a later date if there are not sufficient votes to approve and adopt the Transactions and any other matters necessary Proposals, or reasonably requested if there are not sufficient shares present in person or represented by Four Leaf for consummation of the Mergers and the Transactionsproxy at such meeting to constitute a quorum; and c. vote (or execute and return an action by written consent), or cause iii) against any proposal (A) in opposition to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all approval of the Sponsor Shares against Merger Agreement, (iB) inconsistent with the Merger Agreement or the Transactions, (C) relating to any Acquiror Acquisition Proposal or (D) relating to any other action or business before such meeting that (1) would reasonably be expected to (x) materially impede, interfere with, delay, postpone, attempt to discourage, frustrate the purposes of, postpone or adversely affect the Mergers or any of the Transactions, (y) other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf underAcquiror under the Merger Agreement, prevent or nullify (2) would result in the failure of any provision of, condition set forth in Article IX of the Merger Agreement to be satisfied or the Additional Agreements, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Support Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement; . (iib) and The obligations of the Sponsor specified in this Section 1.1 shall apply whether or not commit the Mergers or agree to take any action inconsistent with described above is recommended by the foregoingAcquiror Board.