Common use of No Transfer Clause in Contracts

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Second Merger Effective Time, (b) such date and time as the Merger Business Combination Agreement shall be validly has been terminated in accordance with Article X its terms (Terminationthe earlier of (a) thereof and (b), the “Support Expiration Time”) and (c) the liquidation of Parent (the earlier of (a)GX, (b) and (c), the “Expiration Time”), the Sponsor each Company Shareholder shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofof (each, a “Transfer”), directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Joint Proxy Statement/ProspectusStatement and Form S-4) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities Company Shares owned by the Sponsorsuch Company Shareholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities shares of Company Shares owned by such Company Shareholder, or grant or enter into any proxy (except in accordance with this Agreement), voting trust or other agreement or arrangement with respect to the Sponsor voting of any Company Shares owned by such Company Shareholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall will not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) a Company Shareholder’s transfer to any an officer or director of Parent’s officers, directors or consultants, any Affiliate the Company or any affiliate or family member of any of Parentthe Company’s officers, directors officers or consultantsdirectors; (B) a Company Shareholder’s transfer to any Affiliate a member of such Person or to any member(s) Company Shareholder’s immediate family, a trust, the beneficiary of which is a member of such Person or any of their Affiliates or any employees or consultants Company Shareholder’s immediate family, an affiliate of such AffiliatesCompany Shareholder or a charitable organization; (C) a transfer by virtue of laws of descent and distribution upon death of such Company Shareholder; (D) a transfer pursuant to a qualified domestic relations order; or (CE) a transfer to any other Person, satisfy tax withholding obligations in connection with the consent exercise of Parent and rights to purchase Company Shares or the Companyvesting of stock-based awards, including without limitation, sell-to-cover transactions (each, a “Permitted Transfer”); provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company GX a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer of any Subject Securities on Parent’s stock ledger (book entry Company Shares in violation of any provision of this Agreement shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.2effect.

No Transfer. During The Shareholder hereby agrees not to, at any time prior to the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the CompanyTermination Date, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, transfer, hypothecate, pledge, encumber, assign, hedge, swap, convert, grant any option to purchase or otherwise dispose of or agree to dispose ofof (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/ProspectusRegistration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by of the SponsorShareholder’s Covered Shares (collectively, (ii) “Transfer”), or enter into any swap Contract or other arrangement that transfers option with respect to another, in whole or in partthe Transfer of, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iiiShareholder’s Covered Shares,(ii) publicly announce any intention to effect any transaction specified in clause (i) ), or (iiiii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to a Shareholder Affiliate (as defined below) (clauses (i), (ii) and (iii), collectively, a “Permitted Transfer”); provided, howeverfurther, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)shall be permitted only if, as a precondition to such Transfer, the transferee agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent Qell and Holdco, to assume all of the Company a joinder or counterpart obligations of this Agreement pursuant to which such Permitted Transferee shall the Shareholder under, and be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 5(b) shall not relieve the Shareholder of its obligations under this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.25(b) with respect to the Shareholder’s Covered Shares shall be null and void.

No Transfer. During the period commencing on the date hereof and ending on the earliest of No Interest (aor any portion thereof) the Effective Time, (b) such date and time as the Merger Agreement shall may be validly terminated in accordance Transferred except with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, CIM Member (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) case of a registration statement with the SEC (other than the Proxy Statement/ProspectusCo-Investor Member) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within Co-Investor Member Majority-in-Interest (in the meaning of Section 16 case of the Exchange ActCIM Member), with respect to any Subject Securities owned which consent in the case of a proposed Transfer by a Co-Investor Member shall not be unreasonably withheld by the SponsorCIM Member (unless the proposed transferee is a competitor of CMCT, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person CIM Member or any of their respective Affiliates or any employees or consultants of such Affiliates; or (C) to any other Personas determined by the CIM Member in its sole but good faith discretion), with in which case the CIM Member may withhold its consent of Parent and the Companyin its sole discretion); provided, however, that, prior subject to and as a condition to the effectiveness of any Permitted Transfer described in clauses Section 9.02, (A) through each Member shall be entitled without the consent of the other Members to make the following Transfers: if the proposed transferor is a natural Person, (i) to a trust for the benefit of any immediate family member (father, mother, sister, brother, son, daughter, grandson and/or granddaughter) with respect to the proposed transferor or (ii) by succession or testamentary disposition upon his death; (B) the CIM Member shall be entitled without the consent of any other Member to make the following Transfers at any time or from time to time: (i) subject to clause (ix) of the definition of “Major Decisions” on Schedule 6, any Transfer(s) of any portion(s) of the Interest of the CIM Member (including all or any portion of the direct or indirect interests in the CIM Member) at any time or from time to time; (C) if any Co-Investor Member or any direct or indirect member thereof is a pension fund, then any change in the beneficiaries or trustee(s) of such Co-Investor Member or member or transfers of direct and indirect interests in any such beneficiaries or trustee(s) is permitted without the consent of any other Member (but on at least ten (10) days’ prior written notice to the other Members in the case of any change in the trustee(s)); and (D) any direct or indirect owner of a Co-Investor Member may transfer or assign (but not pledge, the transferee hypothecate or encumber) its direct or indirect interest in such Permitted Co-Investor Member to a Controlled Affiliate thereof without the consent of any other Member (but on at least ten (10) days’ prior written notice to the other Members). Notwithstanding anything to the contrary contained herein, in the event of any Transfer (a “Permitted Transferee”of any portion(s) shall have executed of the Interests held by the CIM Member to any of its Affiliates, each of the CIM Member and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee Affiliate shall be bound by all jointly and severally liable for any breach of the applicable terms CIM Member’s or such Affiliate’s (as the case may be) duties and provisions of obligations under this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is Any Transfer not in compliance with this Section 1.2Article IX shall be null and void ab initio.

No Transfer. During Each Shareholder hereby agrees, prior to the period commencing on Termination Date, not to (except in each case pursuant to the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (aBusiness Combination Agreement), (bi) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (iA) sell, offer to sell, contract or agree to sell, hypothecatetransfer, pledge, grant any option to purchase encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or agree to dispose ofother consideration), file by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Actcollectively, with respect to any Subject Securities owned by the Sponsor“Transfer”), (iiB) enter into any swap Contract, option, or other arrangement or undertaking with respect to the Transfer of, or (C) deposit into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that transfers is materially inconsistent with this Agreement with respect to anothersuch Shareholder’s obligations under Section 1, in whole or in part, hereto any of the economic consequences of ownership of any Subject Securities owned by the Sponsor such Shareholder’s Covered Shares, or (iiiii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (iA), (ii) and B), or (C), or (iii), collectively, a “Transfer”)) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (i) in the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer case of an individual, (A) by gift to any of Parent’s officers, directors or consultants, any Affiliate or any family a member of any the individual’s immediate family, or to a trust, the beneficiary of Parentwhich is a member of the individual’s officersimmediate family or an Affiliate of such Person, directors or consultants; to a charitable organization, (B) by virtue of laws of descent and distribution upon death of the individual, (C) pursuant to any a qualified domestic relations order, or (D) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (ii) in the case of an entity, to an Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the effectiveness obligations of any Permitted Transfer described in clauses (A) through (C)the transferor under, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of of, this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.26(b) shall be null and void.

No Transfer. During Other than (x) pursuant to this Agreement, (y) upon the period commencing on consent of Seller or (z) to an Affiliate of Sponsor or a “permitted transferee” under the Sponsor Letter Agreement (provided that such Affiliate or permitted transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares or Purchaser Warrants, as applicable), from the date hereof and ending on of this Agreement until the earliest date of (a) the Effective Timetermination of this Agreement, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, file (directly or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Securities owned by the SponsorShares or Purchaser Warrants, as applicable, (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by the Sponsor delivery of such securities, in cash or otherwise, or (iiic) publicly announce any intention to effect any transaction specified in clause (ia) or (iib) (the actions specified in clauses (ia)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) and grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii)) take any action that would make any representation or warranty of Sponsor herein untrue or incorrect, collectivelyor have the effect of preventing or disabling Sponsor from performing its obligations hereunder, a “Transfer”); provided, however, that (iv) commit or agree to take any of the foregoing restrictions actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Sponsor agrees with, and covenants to, Purchaser and Seller that Sponsor shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any request that Purchaser register the Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book book-entry or otherwise) that is not in compliance with this Section 1.2of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

No Transfer. During the period commencing on the date hereof and ending on the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Business Combination Agreement shall be validly terminated in accordance with Article X Section 9.01 (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of Parent (the earlier of (a)Acquiror, (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities Acquiror Sponsor Shares, Acquiror Sponsor Units or Acquiror Sponsor Warrants owned by the SponsorSponsor (“Subject Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities Acquiror Sponsor Shares, Acquiror Sponsor Units or Acquiror Sponsor Warrants owned by the Sponsor (clauses (i) and (ii) collectively, “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i)Transfer, (ii) other than pursuant to this Agreement and (iii), collectively, a “Transfer”)with the consent of the Company; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer prohibit Transfers by Sponsor (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of its affiliates (and any of ParentSponsor’s officersand its affiliates’ respective executive officers and directors), directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)such Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed affiliate or person executes and delivered delivers to Parent and the Company a joinder or counterpart of to this Agreement pursuant in a form reasonably acceptable to which the Company, and/or (B) to any third party unaffiliated with Sponsor (a “Third Party”) (1) provided that, if such Permitted Transferee shall Third Party is a shareholder of Acquiror, such Third Party agrees in writing not to exercise his, her or its Redemption Rights with respect to any shares of Acquiror Common Stock owned by such Third Party, or (2) in connection with any purchase or commitment to purchase by such Third Party of any Acquiror Common Stock, Company Stock or other equity interests or securities of Acquiror or the Company, including convertible securities. Any action attempted to be bound by all taken in violation of the applicable terms preceding sentence will be null and provisions of this Agreementvoid. Parent Sponsor agrees with, and covenants to, Acquiror and the Company that Sponsor shall not request that Acquiror register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger the Transfer (book by book-entry or otherwise) that is not in compliance with this Section 1.2of any certificated or uncertificated interest representing any of the Subject Securities other than Transfers permitted by the foregoing proviso.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective TimeClosing, (b) such date and time as the Merger Agreement MIPA shall be validly terminated in accordance with Article X Section 10.1 thereof (Terminationthe earlier to occur of (a) thereof and (b), the “Expiration Time”) and (c) the liquidation of Parent Acquiror (except that any transaction contemplated by the earlier of (aMIPA shall not be considered a liquidation), (b) and (c), the “Expiration Time”), the Sponsor Sponsors shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities shares of Acquiror Common Stock or Acquiror Warrants owned by the SponsorSponsors, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities shares of Acquiror Common Stock or Acquiror Warrants owned by the Sponsor Sponsors (clauses (i) and (ii), collectively a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions nothing herein shall not apply prohibit a Transfer to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any an Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer Sponsor (a “Permitted TransfereeTransfer”) ); provided, further, that any Permitted Transfer shall have executed be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and delivered substance to Parent the Company, to assume all of the obligations of the Sponsor under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Sponsor Support Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve Sponsors of their obligations under this Sponsor Support Agreement. Any Transfer in violation of this Agreement. Parent Section 1.2 with respect to a Sponsor’s Subject Shares shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2be null and void.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X Section 10.1 thereof (Terminationthe earlier of clauses (a) thereof and (b), the “Expiration Time”) and (c) the liquidation of Parent (the earlier of (a)Acquiror, (b) and (c), the “Expiration Time”), the each Sponsor shall not, without not except in each case pursuant to the prior written consent of the Company, directly or indirectly, Merger Agreement (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option option, right or warrant to purchase or otherwise transfer or dispose of of, or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/ProspectusRegistration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorShares or Subject Warrants, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities Shares or Subject Warrants owned by the Sponsor such Sponsor, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i), (ii) and (iiii)-(iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to prohibit Transfers between such Sponsor and any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other PersonSponsor, with the consent of Parent and the Company; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)such Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed Affiliate executes and delivered delivers to Parent Acquiror and the Company a joinder or counterpart to this Sponsor Agreement in substantially the form attached hereto as Annex A; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve such Sponsor of its obligations under this Sponsor Agreement. Any Transfer in violation of this Agreement pursuant to which such Permitted Transferee Section 1.2 shall be bound by all of the applicable terms null and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2void.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier of (a) the Effective Time, Closing and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a)Rigel, (b) and (c), the “Expiration Time”), the each Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) transfer (including by operation of law) sell, assign, exchange, offer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Rigel Securities or Newco Securities owned by the such Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject shares of Rigel Securities or Newco Securities owned by the such Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) of this sentence (the actions specified in clauses (i), (ii) and to (iii), collectively, a “Transfer”). Any attempted Transfer of Voting Shares (as defined below) or any interest therein in violation of this Section 1.2 shall be null and void ab initio. This Section 1.2 shall not prohibit a Transfer of Voting Shares by any Sponsor (or prohibit any Sponsor from entering into any contract, option or other agreement with respect to, or prohibit such Sponsor from consenting to, a Transfer of any of his, her or its Voting Shares or such Sponsor’s voting or economic interest therein) (A) to any Affiliates or any member of such Sponsor’s immediate family or any Affiliates of such Sponsor, (B) by gift to (1) in the case of an individual, a member of such Sponsor’s immediate family, (2) a trust, the beneficiary of which is, or is an Affiliate of, such Sponsor or, in the case of an individual, a member of such Sponsor’s immediate family, or (3) a charitable organization, (C) in the case of an individual, by virtue of laws of descent and distribution upon death, (D) in the case of an individual, pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (F) in the event of Rxxxx’x liquidation prior to Rxxxx’x completion of the Business Combination or (G) in the case of an entity, by virtue of the laws of such Sponsor’s jurisdiction of incorporation or organization, such Sponsor’s organizational documents or the rights attaching to the equity interests in such Sponsor upon dissolution of such Sponsor; provided, however, that in the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any case of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (CE), as a pre-condition to such Transfer, the transferee must agree in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent Rigel and the Company a joinder or counterpart of this Agreement pursuant Target Companies, to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Sponsor Agreement. Parent For purposes of this Sponsor Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings. Each Sponsor agrees that during the term of this Sponsor Agreement, such Sponsor will not, and will not register permit any saleentity under such Sponsor’s control to, assignment deposit any Voting Shares in a voting trust, grant any proxies with respect to the Voting Shares or transfer subject any of the Voting Shares to any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not arrangement with respect to the voting of the Voting Shares except as contemplated in compliance this Sponsor Agreement. Each Sponsor hereby revokes any and all previous proxies and attorneys in fact with this Section 1.2respect to the Voting Shares.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) Section 10.1 thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (cb), the “Expiration Time”), the Sponsor each Company Stockholder shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement / Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor Shares (each transaction specified in clauses (i) and (ii), a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply (x) a Company Stockholder may Transfer his, her or its Subject Shares to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer other Company Stockholder that has entered into or otherwise agreed to be bound by this Agreement, or (y) (A) if a Company Stockholder is an individual, such Company Stockholder may Transfer any such Subject Shares (1) to any member of Parentsuch Company Stockholder’s officersimmediate family, directors or consultants, any Affiliate to a trust for the benefit of such Company Stockholder or any family member of such Company Stockholder’s immediate family, the sole trustees of which are such Company Stockholder or any member of Parentsuch Company Stockholder’s officersimmediate family or (2) by will, directors other testamentary document or consultantsunder the laws of intestacy upon the death of such Company Stockholder; or (B) if a Company Stockholder is an entity, such Company Stockholder may Transfer any Subject Shares to any Affiliate partner, member, or affiliate of such Person Company Stockholder in accordance with the terms of the Company’s Certificate of Incorporation, as amended from time to time (the “Company Charter”), or (z) a Company Stockholder may Transfer his, her or its Subject Shares to the Company or to any member(s) Non-Redeeming Stockholders or Private Placement Investors, pursuant to Section 6.4 of the Merger Agreement; provided further, that in each case such transferee of such Person or any of their Affiliates or any employees or consultants of Subject Shares evidences in a writing reasonably satisfactory to Acquiror such Affiliates; or (C) transferee’s agreement to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of and subject to the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2hereof to the same extent as such transferring Company Stockholder.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X Section 9.01 thereof (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor each Company Stockholder shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor Shares (clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to (i) if a Company Stockholder is an individual, such Company Stockholder may Transfer any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer such Subject Shares (A) to any member of Parentsuch Company Stockholder’s officersimmediate family, directors or consultants, any Affiliate to a trust for the benefit of such Company Stockholder or any family member of such Company Stockholder’s immediate family, the sole trustees of which are such Company Stockholder or any member of Parentsuch Company Stockholder’s officers, directors immediate family or consultants; (B) to any Affiliate by will, other testamentary document or under the laws of intestacy upon the death of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such AffiliatesCompany Stockholder; or (Cii) if a Company Stockholder is an entity, such Company Stockholder may Transfer any Subject Shares to any other Personpartner, member, or affiliate of such Company Stockholder in accordance with the consent terms of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company Charter; provided further, that in each case such transferee of such Subject Shares evidences in a joinder or counterpart of this Agreement pursuant writing reasonably satisfactory to which GX such Permitted Transferee shall transferee’s agreement to be bound by all of and subject to the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2hereof to the same extent as such transferring Company Stockholder.

No Transfer. During Each Shareholder hereby agrees, prior to the period commencing on Termination Date, not to do any of the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, following without the prior written consent of the Company, SPAC (except in each case pursuant to the Business Combination Agreement): (i) directly or indirectly, (iA) sell, offer to sell, contract or agree to sell, hypothecatetransfer, pledge, grant any option to purchase encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or agree to dispose ofother consideration), file by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Actcollectively, with respect to any Subject Securities owned by the Sponsor“Transfer”), (iiB) enter into any swap Contract, option or other arrangement or undertaking with respect to the Transfer of, or (C) deposit into a voting trust or enter into a voting agreement or arrangement, or grant any proxy or power of attorney with respect thereto, that transfers is materially inconsistent with this Agreement with respect to another, in whole or in part, such Shareholder’s obligations under Section 1 hereto any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or such Shareholder’s Covered Shares, (iiiii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (iA), (iiB), or (C) and above, or (iii), collectively, a “Transfer”)) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (i) in the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer case of an individual, (A) by gift to any of Parent’s officers, directors or consultants, any Affiliate or any family a member of any the individual’s immediate family, or to a trust, the beneficiary of Parentwhich is a member of the individual’s officersimmediate family or an Affiliate of such Person, directors or consultants; to a charitable organization, (B) to any Affiliate by virtue of such Person or to any member(s) Laws of such Person or any descent and distribution upon death of their Affiliates or any employees or consultants of such Affiliates; the individual or (C) pursuant to any other Person, a court order or settlement agreement related to the distribution of assets in connection with the consent dissolution of Parent and marriage or civil union or other qualified domestic relations order, (ii) in the Companycase of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (iii) in the case of an entity, to an Affiliate of such Person; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in writing, reasonably satisfactory in form and substance to SPAC, to assume all of the effectiveness obligations of any Permitted Transfer described in clauses (A) through (C)the transferor under, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of of, this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.26(b) shall be null and void.

No Transfer. During the period commencing on From the date hereof and ending on until the earliest of (a) the Effective Expiration Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectlyno dMY Holder shall, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorSecurities, (ii) deposit any Subject Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) Shares, (clauses (i), (ii) and (iii), collectively, a “Transfer”), except, in each case, for any Transfers of Subject Securities from a dMY Holder (x) who is an entity, (A) to any partner, member or Affiliate thereof or (B) to dMY’s officers or directors, any affiliate or family member of any of dMY’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates and (y) who is an individual, (A) to any member of such dMY Xxxxxx’s immediate family, or to a trust for the benefit of such dMY Holder or any member of the immediate family of such xXX Xxxxxx, the sole trustees of which are such dMY Holder or any member of such dMY Holder’s immediate family, an affiliate of such dMY Holder or to a charitable organization, (B) by will, other testamentary document or under the Laws of intestacy upon the death of such dMY Holder or (C) pursuant to a qualified domestic relations order (a “Permitted Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of such Permitted Transfer (a “Permitted Transferee”) shall have executed dMY Holder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.03 shall not relieve such dMY Holder of its obligations under this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of this Section 1.03 with respect to the Subject Securities of any Subject Securities on Parent’s stock ledger (book entry dMY Holder shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.2effect.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier to occur of (a) the Effective Time, Time and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) Section 9.01 thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (cb), the “Expiration Time”), the each Sponsor shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Parent Securities owned by the such Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Parent Securities owned by the such Sponsor (each transaction specified in clauses (i) and (ii), a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any (x) a Sponsor may Transfer his, her or its Parent Securities (A) to any of Parent’s officers, directors other Sponsor that has entered into or consultants, any Affiliate otherwise agreed to be bound by this Sponsor Agreement or any family member of any of Parent’s officers, directors or consultants; (B) to Private Placement Investors or to holders of Parent Common Stock in accordance with Section 7.10(f) of the Merger Agreement, subject to the transferee’s entry into a binding non-redemption agreement in connection with such Transfer that includes a waiver of Redemption Rights, or (y) (A) if a Sponsor is an individual, such Sponsor may Transfer any Affiliate such Parent Securities (1) to any member of such Person Sponsor’s immediate family, or to any member(s) a trust for the benefit of such Person Sponsor or any member of their Affiliates such Sponsor’s immediate family, the sole trustees of which are such Sponsor or any employees or consultants member of such AffiliatesSponsor’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Sponsor; or (CB) if a Sponsor is an entity, such Sponsor may Transfer any Parent Securities to any other Personpartner, member, or affiliate of such Sponsor in accordance with the consent terms of the Parent and the CompanyCertificate of Incorporation; providedprovided further, however, that, prior to and as that in each case such transferee of such Parent Securities evidences in a condition writing reasonably satisfactory to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in Company such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered transferee’s agreement to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of and subject to the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2hereof to the same extent as the Sponsor.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the CompanyEach Founder Holder agrees not to, directly or indirectly, at any time prior to completion of the Business Combination (i) sell, offer to sellassign, contract or agree to selltransfer (including by operation of law), hypothecatemortgage, charge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (permit to exist any material lien with respect to, or participate in the filing of) a registration statement with the SEC otherwise encumber (other than liens or encumbrances arising under securities law or the Proxy Statement/ProspectusOrganizational Documents of VIH) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 otherwise agree to do any of the Exchange Act, foregoing with respect to any Subject Securities owned VIH Class B Ordinary Shares held by the Sponsorsuch Founder Holder, (ii) deposit any VIH Ordinary Shares held by such Founder Holder into a voting trust or enter into a voting agreement or arrangement or arrangement or grant any proxy or power of attorney with respect thereto inconsistent with this Agreement and the BCA and (iii) enter into any swap contract, option or other arrangement that transfers or undertaking with respect to anotherthe direct or indirect acquisition, in whole sale, assignment, transfer (including by operation of law) or in part, any of the economic consequences of ownership other disposition of any Subject Securities owned VIH Ordinary Shares held by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”)such Founder Holder; provided, however, provided that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer prohibit the transfer of VIH Ordinary Shares held by such Founder Holder (A) to any of ParentVIH’s officers, directors officers or consultantsdirectors, any Affiliate affiliate or any family member of any of ParentVIH’s officersofficers or directors, directors any members, partners or consultantsequityholders of Sponsor or their affiliates, any affiliates of Sponsor, or any employees of such affiliates; (B) in the case of an individual, to any Affiliate a member of such Person individual’s immediate family or to any member(s) a trust, the beneficiary of which is a member of such Person or any of their Affiliates or any employees or consultants individual’s immediate family, an affiliate of such Affiliatesindividual or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; or (CE) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition pursuant to the effectiveness of any Permitted Transfer described in VIH Merger (clauses (A) through (CE), collectively, the transferee in such Permitted Transfer (a “Permitted TransfereeTransfers”); provided, however that in the case of clauses (A) shall have executed and delivered through (D), these permitted transferees must enter into a written agreement with VIH agreeing to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms transfer restrictions herein and provisions of the other restrictions contained in this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During (a) Subject to Section 1.2(b) hereof, during the period commencing on the date hereof Original Sponsor Support Agreement Date and ending on the earliest earlier of (ai) the First Effective Time, Time and (bii) such date and time as the Merger Combination Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of clauses (a), (bi) and (cii), the “Expiration Time”), the each Sponsor shall not, without the prior written consent of the Company, directly or indirectly, not (ix) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/ProspectusRegistration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities shares of Acquiror Common Stock owned by the such Sponsor, in each case that would be effective prior to the Expiration Time, (iiy) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities shares of Acquiror Common Stock owned by such Sponsor, in each case that would be effective prior to the Sponsor Expiration Time (clauses (x) and (y) collectively, a “Transfer”) or (iiiz) publicly announce any intention to effect any transaction specified in clause (ix) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”y); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to prohibit Transfers between such Sponsor and any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other PersonSponsor, with the consent of Parent and the Company; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)such Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed Affiliate executes and delivered delivers to Parent and the Company Acquiror a joinder or counterpart of to this Support Agreement pursuant to which such Permitted Transferee shall be bound by all of in the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.form attached hereto as Annex A.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier of (a) the Merger Effective Time, Time and (b) such date and time as the Merger Business Combination Agreement shall be validly terminated in accordance with Article X Section 11.1 (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor Shareholder shall not, without except in each case pursuant to or as contemplated by the prior written consent of Business Combination Agreement (including pursuant to the CompanySchemes), directly or indirectly, sell (i) sellincluding short sells), offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase purchase, tender, convert, encumber, assign or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/ProspectusRegistration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities Covered Shares owned by the SponsorShareholder, either voluntarily or involuntarily (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Covered Shares, provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer prohibit either (Ai) to any the conversion or exchange of Parent’s officers, directors securities convertible into or consultants, any Affiliate exchangeable for Company Ordinary Shares or any family member of any of Parent’s officers, directors HoldCo Shares in accordance with their terms or consultants; (Bii) to Transfers between the Shareholder and any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Personthe Shareholder, with the consent of Parent and the Company; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)such Transfer, the such transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed executes and delivered delivers to Parent and the Company a joinder or counterpart to this Company Holders Support Agreement in the form attached hereto as Annex A. The Shareholder hereby authorizes the Company to maintain a copy of this Company Holders Support Agreement pursuant to which such Permitted Transferee shall be bound by all at either the executive office or the registered office of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2Company.

No Transfer. During the period commencing on the date hereof and ending on the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and Section 10.1 thereof[, (c) such date and time that the liquidation Merger Agreement (including any exhibits, schedules or agreements referred to therein) shall be amended, modified or supplemented without the prior written consent of Parent the Company Stockholder and (d) such date and time that a provision in the Merger Agreement shall be waived by the Company without the prior written consent of the Company Stockholder]1 (the earlier earliest of clauses (a), (b)[, (c) and (cd), ,] the “Expiration Time”), the Sponsor Company Stockholder shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/ProspectusRegistration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor Shares (clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to prohibit Transfers between the Company Stockholder and any of Parent’s officers, directors or consultants, any Affiliate or any family member of its affiliates (and any of Parentthe Company Stockholder’s officersand its affiliates’ respective executive officers and directors), directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described such Transfer, such affiliate or person executes and delivers to Acquiror a joinder to this Agreement in clauses (A) through (C), the transferee in a form reasonably acceptable to such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent affiliate or person and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2Acquiror.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier of (a) the Effective TimeClosing, (b) the liquidation of SPAC and (c) such date and time as the Merger Business Combination Agreement shall be is validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c)its terms, the “Expiration Time”), the Sponsor Insiders shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities SPAC Equity owned by the Sponsorsuch Insider, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities SPAC Equity owned by the Sponsor such Insider, or (iii) publicly announce any intention to effect effect, or take any action in furtherance of, any transaction specified in clause (i) or (ii); provided, that, transfers of SPAC Equity are permitted (A) to SPAC’s officers or directors, any affiliates or family members of any of SPAC’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (clauses (i), (iiB) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; and (iii)C) in connection with a distribution to profit interest holders, collectivelylimited partners, a “Transfer”)members, shareholders or other equity holders of or other holders of equity interests in the Sponsor; provided, however, that in the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any case of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), these permitted transferees must enter into a written agreement agreeing to assume all of the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of obligations under this Agreement pursuant with respect to which the SPAC Equity to be transferred by such Permitted Transferee shall Insider and to be bound by all the transfer restrictions set forth in this Agreement (to the extent applicable); provided, further, that, no transfer permitted under this Section 1.2 shall relieve the Insiders of the applicable terms and provisions of their other obligations under this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X Section 10.1 (Termination/Effectiveness) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of Parent (the earlier of (a)Acquiror, (b) and (c), the “Expiration Time”), the each Sponsor shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the such Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the such Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (Aa) to any of ParentAcquiror’s officers, directors officers or consultantsdirectors, any Affiliate affiliate or any family member of any of ParentAcquiror’s officers, directors officers or consultantsdirectors; (Bb) in the case of a Person who is not an individual, to any Affiliate affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants affiliates; (c) in the case of an individual, to a member of such Affiliatesindividual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (d) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; or (Cf) to any other Person, with by virtue of the consent laws of Parent and the CompanyState of Delaware or the Sponsor Holdco’s limited liability company agreement upon dissolution of the Sponsor Holdco; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (Aa) through (Cf), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent Acquiror and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest earlier of (a) the Effective Time, Time and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) Section 8.1 thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (cb), the “Expiration Time”), the Sponsor each Company Stockholder shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/ProspectusRegistration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor Shares or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”). Notwithstanding the foregoing, each Company Stockholder may make Transfers of Subject Shares: (A) to (1) the Company’s officers or directors, (2) any Affiliates or family members of the Company’s officers or directors, or (3) any direct or indirect partners, members or equity holders of such Person, any Affiliates of such Person or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates; (B) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such Person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (E) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (A) through (D) above; (F) to the Company; (G) to the Company in connection with the repurchase of such Person’s shares in connection with the termination of such Person’s employment with the Company pursuant to contractual agreements with the Company; (H) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Company Capital Stock or the vesting of Company stock-based awards; (I) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Company Capital Stock; (J) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; (K) in connection with any legal, regulatory or other order; and (L) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest in Subject Shares to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by such Company Stockholder or any of its Affiliates, or any refinancings thereof, and any Transfers of such Subject Shares upon foreclosure thereof; provided, however, that in the case of the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C), L) the transferee in such Permitted Transfer (must enter into a “Permitted Transferee”) shall have executed and delivered to Parent and written agreement with the Company a joinder or counterpart of this Agreement pursuant and Parent agreeing to which such Permitted Transferee shall be bound by all this Agreement prior to the effectiveness of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2such Transfer.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”)Parent, the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (Aa) to any of Parent’s officers, directors officers or consultantsdirectors, any Affiliate or any family member of any of Parent’s officers, directors officers or consultantsdirectors; (Bb) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) or partner(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; (c) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (d) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; or (Cf) to by private sales or transfers made in connection with any other Person, forward purchase agreement or similar arrangement or in connection with the consent consummation of Parent and an initial business combination at prices no greater than the Companyprice at which the securities were originally purchased; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (Aa) through (Cf), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and through (c), the “Expiration Time”), the each Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the such Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the such Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors officers or consultantsdirectors, any Affiliate or any family member of any of Parent’s officersofficers or directors, directors any members or consultantspartners of Sponsor Holdco or their affiliates, any Affiliates of Sponsor Holdco, or any employees of such Affiliates; (B) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) or partners(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (D) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; (E) in the case of an individual, pursuant to a qualified domestic relations order; or (F) by private sales or transfers made in connection with any other Personforward purchase agreement, non-redemption agreement or similar arrangement at prices no greater than the price at which the securities were originally purchased, to obtain financing at Closing in connection with the consent consummation of Parent and the CompanyTransactions; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (CF), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c) of that certain Letter Agreement, dated as of November 23, 2021, by and among the Sponsor and SPAC (the “Voting Letter Agreement”), during the period commencing on the date hereof and ending on the earliest of Expiration Time (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”defined below), the Sponsor shall not, without the prior written consent of the Company, not directly or indirectly, indirectly (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) Registration Statement), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to to, any Subject Securities shares of SPAC Common Stock or SPAC Warrants owned by the Sponsor, (ii) enter into any swap or other arrangement arrangement, agreement or undertaking that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities shares of SPAC Common Stock or SPAC Warrants or any securities convertible into, or exercisable or exchangeable for, shares of SPAC Common Stock owned by the Sponsor Sponsor, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and through (iii), ) collectively, a “Transfer”); provided, however, that nothing herein shall prohibit a Transfer of the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer Subject Securities (Ai) to any of ParentSPAC’s officers, directors or consultantsemployees, any Affiliate or any Affiliates or family member members of any of ParentSPAC’s officers, directors or consultants; employees, (Bii) to any Affiliate members or partners of such Person SPAC or to their respective Affiliates, any member(s) Affiliates of such Person or any of their Affiliates SPAC, or any employees or consultants of such Affiliates, or any funds or accounts advised by SPAC or its Affiliates; (iii) as a bona fide gift or charitable contribution or (Civ) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any other Personbona fide loan or debt transaction or enforcement thereunder, with the consent of Parent and the Companyincluding foreclosure thereof; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)such Transfer, the transferee also agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent the Target Companies, to assume all of the applicable obligations of the Sponsor under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Sponsor Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve the Sponsor of its obligations under this Sponsor Agreement. Any purported Transfer in violation of this Agreement. Parent shall not register any sale, assignment or transfer of any Section 1.2 with respect to the Subject Securities shall be void ab initio. In furtherance of the foregoing, SPAC hereby agrees to place a revocable stop order on Parentall shares of SPAC Common Stock and SPAC Warrants subject to this Section 1.2, including those which may be covered by a registration statement, and to notify SPAC’s stock ledger (book entry transfer agent in writing of such stop order and the restrictions on such shares of SPAC Common Stock and SPAC Warrants under this Section 1.2 and direct SPAC’s transfer agent not to process any attempts by the Sponsor to transfer any shares of SPAC Common Stock or otherwise) that is not SPAC Warrants except in compliance with this Section 1.2; for the avoidance of doubt, the obligations of SPAC under this Section 1.2 shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject Securities.

No Transfer. During the period commencing on From the date hereof and ending on until the earliest of (a) the Effective Expiration Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectlyno dMY Holder shall, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorSecurities, (ii) deposit any Subject Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) Shares, (clauses (i), (ii) and (iii), collectively, a “Transfer”), except, in each case, for any Transfers of Subject Securities from a dMY Holder (x) who is an entity, (A) to any partner, member or Affiliate thereof or (B) to dMY’s officers or directors, any affiliate or family member of any of dMY’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates and (y) who is an individual, (A) to any member of such dMY Holder’s immediate family, or to a trust for the benefit of such dMY Holder or any member of the immediate family of such dMY Holder, the sole trustees of which are such dMY Holder or any member of such dMY Holder’s immediate family, an affiliate of such dMY Holder or to a charitable organization, (B) by will, other testamentary document or under the Laws of intestacy upon the death of such dMY Holder or (C) pursuant to a qualified domestic relations order (a “Permitted Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of such Permitted Transfer (a “Permitted Transferee”) shall have executed dMY Holder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.3 shall not relieve such dMY Holder of its obligations under this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of this Section 1.3 with respect to the Subject Securities of any Subject Securities on Parent’s stock ledger (book entry dMY Holder shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.2effect.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Expiration Time, (b) each Company Shareholder agrees that such date and time as the Merger Agreement Company Shareholder shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (directly or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Actindirectly, with respect to any Subject Securities Shares owned by the Sponsorsuch Company Shareholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities Shares owned by such Company Shareholder, (iii) engage in any transaction involving the Sponsor securities of Acquiror prior to the Closing or (iiiiv) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iiiii) (clauses (i), (ii), (iii) and (iiiiv), collectively, a “Transfer”)); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (Aa) in the case of a Person who is not an individual, to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants affiliates; (b) in the case of an individual, to a member of such Affiliatesindividual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (Cd) in the case of an individual, pursuant to any other Person, with the consent of Parent and the Companya qualified domestic relations order;; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (Aa) through (Cd), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent Acquiror and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent The Company shall not register any sale, assignment or transfer of any the Subject Securities Shares on Parentthe Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.21.3.

No Transfer. During the period commencing on Applicable Period, the date hereof and ending on the earliest of Shareholder shall not, directly or indirectly: (a) sell, convey, transfer, pledge or otherwise encumber or dispose of any Subject Shares or any capital stock of any of the Effective Time, Company’s Subsidiaries; (b) deposit any Subject Shares or capital stock of the Company’s Subsidiaries into a voting trust or enter into a voting agreement or any other arrangement with respect to any such date and time as the Merger Agreement shall be validly terminated in accordance shares or purport to grant any proxy with Article X (Termination) thereof and respect thereto; (c) enter into any contract, option or other arrangement or undertaking with respect to the liquidation direct or indirect acquisition or sale, assignment, transfer or other disposition of Parent any Subject Shares or capital stock of the Company’s Subsidiaries; (d) otherwise permit any liens, claims, proxies, voting trusts or agreements, options or any other encumbrances or restrictions on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “Encumbrances”), to be created on any Subject Shares or capital stock of the earlier Company’s Subsidiaries (other than liens under securities laws); or (e) commit or agree to take any of the foregoing actions (any action described in clauses (a), (b) and ), (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (iid) and (iiie), collectively, a “Transfer”); provided, however, that the foregoing restrictions this Section 1.2 shall not apply prohibit a Transfer of the Subject Shares or capital stock of the Company’s Subsidiaries to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) member of the Shareholder’s immediate family, or to any a trust for the benefit of Parent’s officers, directors or consultants, any Affiliate the Shareholder or any family member of any Shareholder’s immediate family, or upon the death of Parent’s officersthe Shareholder, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, howeverthat any such Transfer referred to in this proviso shall be permitted only if, that, prior to and as a condition precondition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)such Transfer, the transferee agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent and the Company a joinder or counterpart of this Agreement pursuant Merger Sub, to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest of Other than (a) the Effective Time, pursuant to this Agreement or (b) such date and time as upon the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the CompanyCompany and SPAC, during the Interim Period, each Signing Seller (from the date on which such Signing Seller becomes a party to this Agreement) shall not, directly or indirectly, (i) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, grant any option to purchase assign or otherwise dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to dispose transfer the economic interest in (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, file any Company Shares to any Person other than pursuant to the Share Exchange; or (or participate in the filing ofii) a registration statement with the SEC grant any proxies (other than the Proxy Statement/Prospectusas set forth in this Agreement or a proxy granted to a representative of such Signing Seller to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or establish enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 otherwise (including pursuant to any loan of the Exchange ActCompany Shares), or enter into any other agreement, with respect to any Subject Securities owned by the Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”)Company Shares; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A prohibit the transfer of Company Shares by a Signing Seller under the following circumstances (collectively, “Permitted Transfer” shall mean any Transfer Transfers”): (A) to any a Signing Seller or an affiliate of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultantsa Signing Seller; (B) to any Affiliate of such Person as a bona fide gift or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or gifts, (C) to a charitable organization; (D) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the Signing Seller or any other Personperson with whom the Signing Seller has a relationship by blood, marriage or adoption not more remote than first cousin; (E) if the Signing Seller is an individual, by will or intestate succession upon the death of such Signing Seller; (F) by operation of law, such as pursuant to a qualified domestic order or the dissolution of marriage or civil union (including, without limitation, a divorce settlement); (G) if the Signing Seller is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the consent undersigned or its affiliates; and (H) the Company or an affiliate of Parent and the Company; provided, howeverfurther, thatthat for such Transfer to be considered a Permitted Transfer, prior such transferee shall execute a Seller Joinder agreeing to and become a party to this Agreement as a condition Seller (except in the case of a Transfer to the effectiveness Company or made as a bona fide gift). Any action attempted to be taken in violation of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed preceding sentence will be null and delivered to Parent void and the Company shall refuse to approve and register any Transfer which is not a joinder Permitted Transfer. Each Signing Seller hereby authorizes and requests SPAC or counterpart the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of this Agreement pursuant members that there is a stop transfer order with respect to which such Permitted Transferee shall be bound by all of the applicable terms Company Shares (and provisions that this Agreement places limits on the voting of this Agreementthe Company Shares). Parent Each Signing Seller agrees with, and covenants to, SPAC and the Company that such Signing Seller shall not request that the Company register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger the Transfer (book by book-entry or otherwise) that is not of any certificated or uncertificated interest representing any of the Company Shares in compliance with violation of this Section 1.29.2.

No Transfer. During the period commencing on From the date hereof and ending on until the earliest of (a) the Effective Expiration Time, (b) such date and time as notwithstanding anything to the Merger Agreement contrary in any Investment Agreement, each Company Stockholder shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Registration Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities owned by the SponsorShares, (ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) Shares, (clauses (i), (ii) and (iii), collectively, a “Transfer”), except, in each case, for any Transfers of Subject Shares from a Company Stockholder (x) who is an entity, to any partner, member or Affiliate thereof and (y) who is an individual, (A) to any member of such Company Stockholder’s immediate family, or to a trust for the benefit of the Company Stockholder or any member of such Company Stockholder’s immediate family, the sole trustees of which are the Company Stockholder any member of its immediate family or (B) by will, other testamentary document or under the Laws of intestacy upon the death of such Company Stockholder (a “Permitted Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (A) to any of Parent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (A) through (C)shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to dMY, to assume all of the obligations of such Permitted Transfer (a “Permitted Transferee”) shall have executed Company Stockholder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.3 shall not relieve a Company Stockholder of its obligations under this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.21.3 with respect to a Company Stockholder’s Subject Shares shall be void ab initio and of no force or effect.

No Transfer. During Stockholder hereby represents and covenants that, during the period commencing on the date hereof and ending on the earliest of (a) the Merger Effective Time, Time and (b) such date and time as the Merger Business Combination Agreement shall be validly terminated in accordance with Article X Section 9.1 (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (cb), the “Expiration Time”), the Sponsor Stockholder shall not, without the prior written consent of the CompanySPAC, directly or indirectly, (i) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement / Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to to, any Subject Securities owned by the SponsorStockholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of any Subject Securities owned by the Sponsor Stockholder, in cash or otherwise, (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and through (iii), ) collectively, a “Transfer”)) or (iv) agree to do, approve, or authorize any of the following; provided, however, that the foregoing restrictions shall not apply to Stockholder may Transfer any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer such Subject Securities (Aa) to (i) any of Parent’s officers, directors or consultantsemployees of the Company or their respective Affiliates or family members, (b) as a bona fide gift or gifts or charitable contribution, (c) in connection with any Affiliate bona fide mortgage, encumbrance or pledge to a financial institution in connection with any family bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (d) in the case of an individual, (i) by gift to a member of any the individual’s immediate family or to a trust, the beneficiary of Parentwhich is a member of the individual’s officers, directors immediate family or consultants; (B) to any an Affiliate of such Person person, or to any member(sa charitable organization, (ii) by virtue of such Person or any laws of their Affiliates or any employees or consultants descent and distribution upon death of such Affiliates; the individual or (Ciii) pursuant to any other Person, with a qualified domestic relations order or (e) pursuant to the consent of Parent and the CompanyContribution Agreement (each a “Permitted Transfer”); provided, howeverfurther, that, prior to and as a condition to the effectiveness of that any Permitted Transfer described in clauses (A) through (C)shall be permitted only if, as a precondition to such Transfer, the transferee agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent the Company, to assume all of the obligations of Stockholder under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Shareholder Agreement; provided, further, that any Transfer permitted under this Section 1.2(a) shall not relieve Stockholder of its obligations under this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.21.2(a) shall be null and void ab initio.

No Transfer. During The Securityholder hereby agrees, prior to the period commencing on Termination Date, not to (except in each case pursuant to the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (aBusiness Combination Agreement), (bi) and (c), the “Expiration Time”), the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (iA) sell, offer to sell, contract or agree to sell, hypothecatetransfer, pledge, grant any option to purchase encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or agree to dispose ofother consideration), file by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Actcollectively, with respect to any Subject Securities owned by the Sponsor“Transfer”), (iiB) enter into any swap Contract, option, or other arrangement or undertaking with respect to the Transfer of, or (C) deposit into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that transfers is materially inconsistent with this Agreement with respect to anotherthe Securityholder’s obligations under Section 1, in whole or in part, hereto any of the economic consequences of ownership of any Subject Securities owned by the Sponsor such Securityholder’s Covered Securities, or (iiiii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (iA), (ii) and B), or (C), or (iii), collectively, a “Transfer”)) take any action that would make any representation or warranty of such Securityholder contained herein untrue or incorrect or have the effect of preventing or disabling the Securityholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (i) in the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer case of an individual, (A) by gift to any of Parent’s officers, directors or consultants, any Affiliate or any family a member of any the individual’s immediate family, or to a trust, the beneficiary of Parentwhich is a member of the individual’s officersimmediate family or an Affiliate of such Person, directors or consultants; to a charitable organization, (B) by virtue of laws of descent and distribution upon death of the individual, (C) pursuant to any a qualified domestic relations order, or (D) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (ii) in the case of an entity, to an Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees or consultants of such Affiliates; or (C) to any other Person, with the consent of Parent and the Company; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in a writing, reasonably satisfactory in form and substance to the effectiveness of any Permitted Transfer described in clauses (A) through (C), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and Spinco, to assume all of the Company a joinder or counterpart obligations of this Agreement pursuant to which such Permitted Transferee shall the transferor under, and be bound by all of the applicable terms and provisions of of, this Agreement. Parent shall not register any sale, assignment or transfer Any Transfer in violation of any Subject Securities on Parent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.26(b) shall be null and void.