Common use of Agreement not to Redeem Clause in Contracts

Agreement not to Redeem. Stockholder hereby agrees that Stockholder (i) shall not exercise Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of its Securities set forth on Exhibit A hereto (“Non-Redeemed Shares”) pursuant to or in connection with the Approval or (ii) if Stockholder exercises such Redemption Rights or otherwise elects to redeem or tender or submit for redemption any of its Securities, shall revoke such Redemption Rights, redemption, or tender or submission for redemption of its Securities prior to such redemption being accepted by SPAC; provided, however, that in no event will Stockholder be required to hold a number of Securities and shares of Class A Common Stock issuable pursuant to the Commitment Shares and the Share Issuances in excess of 9.9% of the total number of shares of Class A Common Stock outstanding after giving effect to all redemptions of shares of Class A Common Stock in connection with the Extension. The SPAC covenants and agrees to publicly file a Redemption Notice (as defined below) no later than 9:00 AM Eastern Time on the business day prior to the date of the Meeting (or such earlier time as necessary to allow Stockholder the reasonable opportunity to reverse any previously submitted redemption demand in connection with the Extension).

Agreement not to Redeem. Stockholder Shareholder hereby agrees that Stockholder Shareholder (i) shall not exercise Redemption Rights and will not elect to redeem or otherwise tender or submit for redemption any of its Securities set forth on Exhibit A hereto (“Non-Redeemed Shares”) pursuant to or in connection with the Approval or (ii) if Stockholder Shareholder exercises such Redemption Rights rights or otherwise elects to redeem or tender or submit for redemption any of its Securities, shall revoke such Redemption Rights, redemption, or tender or submission for redemption of its Securities prior to such redemption being accepted by SPAC; provided, however, that in no event will Stockholder be required to hold a number of Securities and shares of Class A Common Stock issuable pursuant to (x) if the Commitment Shares and the Share Issuances in excess of 9.9% of the total number of shares of Class A Common Stock of SPAC continuing to be held by Shareholder pursuant to the terms of this Agreement would cause Shareholder (together with any of its affiliates (as such term is defined in Rule 13d-5 under the Exchange Act of 1934, as amended (the “Exchange Act”)) to beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) more than 9.99% of Common Stock outstanding after giving effect to all redemptions of shares of Class A Common Stock in connection with the Extension. The , SPAC covenants and agrees to publicly file a Redemption Notice (as defined below) no later than 9:00 AM Eastern Time on the business day prior to the date shall assist Shareholder such that Shareholder will beneficially own 9.99% or less of the Meeting (or such earlier time as necessary shares of Common Stock outstanding after giving effect to allow Stockholder the reasonable opportunity to reverse any previously submitted redemption demand all redemptions of shares of Common Stock in connection with the Extension)approval of the Extension and (y) Shareholders obligations pursuant to Section 1 and Section 2 are conditioned on SPAC providing Shareholder with information necessary for Shareholder to calculate the number of Securities subject to this Agreement within a reasonable time period in advance of any deadline for Shareholder to revoke any exercise of Redemption Rights associated with any Common Stock beneficially owned by Shareholder.