Common use of Assignment; No Third Party Beneficiaries Clause in Contracts

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, Up Period or the Private Placement Sponsor Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Sponsor Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in connection that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Underwriter Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-Lock- up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter and, if applicable, the Placement Unit Subscription Agreements. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Vicarious Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of the Founder Shares Locklock-up Period, restrictions applicable to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under . Notwithstanding anything to the contrary in this Agreement, in whole or in partthe Sponsor may assign its rights and obligations hereunder, without the prior consent of the other parties, to (i) an Affiliate (as defined in the Merger Agreement) transferee, in connection with a transfer by the Sponsor of shares of Common Stock to one of the Sponsor’s Affiliates (as defined in the Merger Agreement), (ii) any transfereemember of the Sponsor, or (iii) any direct or indirect beneficial owners of the Sponsor or any of its Affiliates (as defined in the Merger Agreement). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After For the avoidance of doubt, subsequent to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Sponsor may assign or delegate such Holder’s its rights, duties or obligations under this Agreement, in whole or in part, in connection with a distribution of Founder Shares or Private Placement Warrants to any transfereea Post-Lock-up Permitted Transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Existing Holder who is subject to either or both the Founder Shares Lock-up Period or the Private Placement Lock-up Period may assign or delegate such Existing Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit LockPeriod or other lock-up Period, or the Extension Unit Lock-up Periodperiod, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeapplicable. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment (including to a Permitted Transferee) by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After . 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Placement Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities, during the respective lock-up period, to a such Holder’s Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After the expiration ; provided, further that any Holder who is a Permitted Transferee of the Founder Shares Lock-up PeriodSponsor shall be deemed an “Insider” as such term is defined in the Letter Agreement and shall be bound in accordance thereof. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by Transferee. For the transfer restrictions set forth in this Agreement. After avoidance of doubt, following the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the any Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereea transferee of Registrable Securities in connection with the transfer. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than persons entitled to indemnification, contribution or reimbursement under Article 4 or as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and the expiration of applicable Letter Agreement(s). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration rights, duties and obligations of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, a Holder hereunder may be assigned in whole or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate in part to such Holder’s rightsPermitted Transferees; provided, duties that, with respect to the Existing Investors, [the Investor Stockholders,] and the Sponsor, the rights hereunder that are personal to such Holders may not be assigned or obligations under this Agreement, delegated in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration that each of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, Existing Investors shall be permitted to transfer its rights hereunder as the case may beExisting Investors to one or more affiliates or any direct or indirect partners, members or equity holders of such Dura Holder (it being understood that no such transfer shall reduce any rights of such Dura Holder or such transferees), and the Holder may assign Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or delegate more affiliates or any direct or indirect partners, members or equity holders of the Sponsor and any such Holder’s rights, duties transferee shall thereafter have all rights and obligations of the Sponsor hereunder (it being understood that no such transfer shall reduce any rights of the Sponsor or obligations under this Agreement, in whole or in part, to any transfereesuch transferees). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in respect of the Initial Shares in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder The Initial Stockholders may assign or delegate such Holder’s their rights, duties or obligations under this Agreement in respect of the Placement Shares to their respective designees that become a party to the Private Placement Securities Purchase Agreement. Notwithstanding the above, in whole or in part, the Holder may transfer such securities (and any Placement Shares) to any transfereetransferee permitted under their respective Letter Agreements entered into on even date herewith. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its their successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 , other than with the written consent of Holders representing at least 50% of the Registrable Securities. Prior to the expiration of the Founder Shares Lock-up Period, Alignment Shares Lock-Up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HoldersHolder or of any assignee of the Holder, which shall include Permitted Transferees. 5.2.4 . This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 hereof. 5.2.5 5.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company Company, and a Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such applicable Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After . (b) Prior to the expiration of the Founder Shares applicable Lock-up Up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Working Capital Unit Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Working Capital Unit Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to . This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be freely assigned or obligations under this Agreement, in whole or in part, delegated by such Holder except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder Holder, provided, that such transferee shall only be admitted as a party hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to a Permitted Transferee but only if such Permitted Transferee agrees the Company agreeing to become be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration Agreement as if such person were a Holder party hereto; whereupon such Person will be treated for all purposes of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in partwith the same rights, benefits and obligations hereunder as such Holder with respect to any transferee. 5.2.3 the transferred Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and parties, to the permitted assigns of the Holders or of any assignee of the Holders, which shall include Permitted Transferees. 5.2.4 . This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 hereof. 5.2.5 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no No Holder may assign or delegate such HolderXxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached as an Exhibit hereto (an “Addendum Agreement”), to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. The execution of an Addendum Agreement by the parties thereto shall constitute a permitted amendment of this Agreement notwithstanding the provisions of Section 5.9. Upon a transfer or assignment made in accordance with this Section 5.2, Schedule 1 shall be deemed updated accordingly to reflect the removal of the assignor and addition of the assignee.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee or an assignment of the Option (in whole or in part) to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeAgreement and other applicable letter agreements. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, ; which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares any Lock-up Up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Investor Lock-up Period, or the Extension Unit PrinceRidge Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Insider Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, in accordance with the terms of the letter agreements entered into by the Holder, the Company and PrinceRidge in connection with a the Company’s initial public offering. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders and its successors and the their permitted assigns of the Holders, which shall include Permitted Transfereesand successors. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties heretohereto (other than PrinceRidge in respect of the provisions relating to the Option Securities), other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior 6.2.2 Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or and obligations under this Agreement, of a Holder hereunder may be assigned in whole or in part, except in connection with a transfer of Registrable Securities by such Holder part to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rightsPermitted Transferees; provided that, duties (a)(i) the Legacy Orchestra Equityholders shall be permitted to transfer their rights hereunder as a Legacy Orchestra Equityholder to one or obligations under this Agreementmore affiliates or any direct or indirect partners, in whole members or in partequity holders of the Legacy Orchestra Equityholders (it being understood that no such transfer shall reduce any rights of the Legacy Orchestra Equityholders or such transferees) and (ii) the Sponsor Equityholders shall be permitted to transfer their rights hereunder as the Sponsor Equityholders to one or more of their respective affiliates or any direct or indirect partners, to members or equity holders of the Sponsor Equityholders (it being understood that no such transfer shall reduce any transfereerights of the Sponsor Equityholders or such transferees). 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.4.2 Prior to the expiration of the Founder Shares any Lock-up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if Transferee; provided that such Permitted Transferee agrees to become be bound by the transfer restrictions set forth in terms of this Agreement. . 6.4.3 After the expiration of the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least five percent (5%) of the then-outstanding Company Shares, (b) an Affiliate of such Holder, or (c) any transfereePerson with the prior written consent of the Company. 5.2.3 6.4.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.4.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement Agreement. Nabors Parent shall be an express third party beneficiary of Sections 2.4 and Section 5.2 hereof2.5. 5.2.5 6.4.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.4 shall be null and void. 6.4.7 A transferee receiving Registrable Securities from a SPAC Holder shall become a SPAC Holder under this Agreement, and a transferee receiving Registrable Securities from a Vast Holder shall become a Vast Holder under this Agreement.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, no Existing Holder who is subject to the Founder Shares Lock-up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder Period may assign or delegate such Existing Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodPeriod or other lock-up period, as applicable. 5.2.3 Prior to the Working Capital Unit expiration of the Initial Sponsor Shares Lock-up Period and the Final Sponsor Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case Sponsor may be, the Holder may not assign or delegate such Holder’s rights, its rights and duties or obligations obligation under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by the Sponsor to any transfereea Permitted Transferee, to an Affiliate, or as otherwise permitted pursuant to the terms of the relevant Sponsor Shares Lock-up Period, the Private Placement Lock-up Period or other lock-up period as applicable. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment (including to a Permitted Transferee) by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to Following the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, as applicable, the Working Capital Unit Lock-up Period, rights granted to a Holder by the Company hereunder may be transferred or the Extension Unit Lock-up Period, as the case may be, no assigned (but only with all related obligations) by a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder only to a Permitted Transferee but only if of such Permitted Transferee Holder; provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the Company), (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to become the Company to be bound by and subject to the transfer restrictions set forth in terms and conditions of this Agreement. After Notwithstanding the foregoing, prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Periodrights granted to the Company Shareholder by the Company hereunder may be transferred or assigned (but only with all related obligations) by the Company Shareholder in connection with any Transfer of Registrable Securities made in accordance with Section 4.01(c) of the Investors Agreement, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, so long as the case may be, conditions set forth in the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, proviso to any transfereethe immediately preceding sentence are satisfied. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in substantially the form set forth in Exhibit A to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration rights, duties and obligations of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, a Holder hereunder may be assigned in whole or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate in part to such Holder’s rightsPermitted Transferees to which it transfers Registrable Securities; provided that with respect to the Target Holders and the Sponsor, duties the rights hereunder that are personal to such Holders may not be assigned or obligations under this Agreement, delegated in whole or in part, except that (i) each of the Target Holders shall be permitted to transfer its rights hereunder as the Target Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Target Holder (it being understood that no such transfer shall reduce or multiply any rights of such Target Holder or such transferees) and (ii) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor (including the general and limited partners of the Sponsor), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a transfer distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration shall reduce or multiply any rights of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Sponsor or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereetransferees). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares Lock-up Up Period, no Holder subject to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the Lock-Up Period, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Warrant Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit MoneyLion Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up PeriodAgreement and, if applicable, the Private Placement Lock-up PeriodSponsor Support Agreement. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities, during the respective lock-up period, to a such Holder’s Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After the expiration ; provided, further that any Holder who is a Permitted Transferee of the Founder Shares Lock-up PeriodSponsor shall be deemed an “Insider” as such term is defined in the Letter Agreement and shall be bound in accordance thereof. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Up Period with respect to any Lock-up PeriodUp Shares of a Locked-Up Holder, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no such Holder may not assign or delegate such Locked-Up Holder’s rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Locked-Up Holder’s Registrable Securities, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder Transfer pursuant to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. Section 3.2. 6.2.3 After the expiration of the Founder Shares Lock-up Period, the Private Placement Up Period with respect to Lock-up PeriodUp Shares held by a Locked-Up Holder, the Working Capital Unit Lock-up Periodand, or the Extension Unit Lock-up Periodat any time with respect to Registrable Securities held by any other Holder, as the case may be, the each such Holder may assign or delegate such Holder’s its rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, to (a) any transfereeof such Holder’s Permitted Transferees, provided, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least 2% of the then-outstanding Class A common stock, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any Holder pursuant to a distribution as described in Section 6.14 of this Agreement or (d) with the prior written consent of the Company, any other entity or person. 5.2.3 6.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 6.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 6.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 6.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Period orthe Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodPeriod , as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part, except in connection with a Business Combination and with the consent of each Holder party hereto. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares lock-up period in the applicable Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to become the Company agreeing to be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in partwith the same rights, benefits and obligations hereunder as such Holder with respect to any transfereethe transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company Pubco hereunder may not be assigned or delegated by the Company Xxxxx in whole or in part. 5.2.2 (b) Prior to the expiration of the Founder Shares lock-up period in the applicable Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to become Pubco agreeing to be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in partwith the same rights, benefits and obligations hereunder as such Holder with respect to any transfereethe transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Pubco unless and until the Company Pubco shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration rights, duties and obligations of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, a Holder hereunder may be assigned in whole or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate in part to such Holder’s rightsPermitted Transferees to which it transfers Registrable Securities; provided that with respect to the Sponsor, duties the OmniLit Holders and the Target Holders, the rights hereunder that are personal to such Holders may not be assigned or obligations under this Agreement, delegated in whole or in part, except that (i) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more Affiliates or any direct or indirect partners, members or equity holders of the Sponsor (including Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a transfer distribution of any Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound held by the Sponsor to Sponsor Members (it being understood that no such transfer restrictions set forth in this Agreement. After the expiration shall reduce or multiply any rights of the Founder Shares Lock-up PeriodSponsor or such transferees), (ii) each of the OmniLit Holders shall be permitted to transfer its rights hereunder as the OmniLit Holders to one or more Affiliates or any direct or indirect partners, members or equity holders of such OmniLit Holder (it being understood that no such transfer shall reduce or multiply any rights of such OmniLit Holder or such transferees) and (iii) each of the Target Holders shall be permitted to transfer its rights hereunder as the Target Holders to one or more Affiliates or any direct or indirect partners, members or equity holders of such Target Holder (it being understood that no such transfer shall reduce or multiply any rights of such Target Holder or such transferees) . Upon a transfer by the Sponsor pursuant to subsection (i) to Sponsor Members, the Private Placement Lock-up Period, rights that are personal to the Working Capital Unit Lock-up Period, or Sponsor shall be exercised by the Extension Unit Lock-up Period, Sponsor Members only with the consent of the Sponsor’s managing member(s) in accordance with the Sponsor’s limited liability company agreement (as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeamended). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or executed certificate of joinder to this AgreementAgreement (a “Joinder”), including the Joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. . 5.2.3 After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the any Holder may transfer, assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeone or more transferee(s) or assignee(s) of Registrable Securities. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Underwriter Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee agrees to become be bound by the transfer restrictions set forth in this Agreement. After Agreement and the expiration of Insider Letter, and in the Founder Shares Lock-up Period, Sponsor Warrant Purchase Agreement (if the Registrable Securities being transferred are Private Placement Lock-up Period, Placements Warrants) and in the Working Capital Unit Lock-up Period, or Warrant Agreement (if the Extension Unit Lock-up PeriodRegistrable Securities being transferred are Warrants), as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeother applicable agreement or instrument. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)) and the written agreement required by subsection 5.2.2. Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.4.2 Prior to the expiration of the Founder Shares any Lock-up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if Transferee; provided that such Permitted Transferee agrees to become be bound by the transfer restrictions set forth in terms of this Agreement. . 6.4.3 After the expiration of the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least five percent (5%) of the then-outstanding Company Shares, (b) an Affiliate of such Holder, or (c) any transfereePerson with the prior written consent of the Company. 5.2.3 6.4.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.4.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 6.4.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.6 shall be null and void. 6.4.7 A transferee receiving Registrable Securities from a SPAC Holder shall become a SPAC Holder under this Agreement, and a transferee receiving Registrable Securities from a Vast Holder shall become a Vast Holder under this Agreement.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Sponsor Lock-up Period, Up Period or the Working Capital Unit EBC Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Sponsor Warrants, EBC Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in connection that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties heretohereto (other than EBC in respect of the provisions relating to the Option Securities), other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and the expiration of Letter Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter and, if applicable, the Anchor Investor Purchase Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, Period no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter, the Founder Shares Purchase Agreement and other applicable agreements. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, Period the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This 10.2.1 Subject to Section 10.2.3, this Agreement and the rights, duties and obligations of the Company Company, as the case may be, hereunder may not be assigned or delegated by the Company Company, as the case may be, in whole or in part. 5.2.2 10.2.2 Prior to the expiration of the Founder Shares Lock-up PeriodUp Period applicable to a Stockholder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case such Stockholder may be, no Holder may not assign or delegate such HolderStockholder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities Voting Shares by such Holder Stockholder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Following the expiration of the Founder Shares Lock-up PeriodUp Period applicable to a Stockholder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, such Stockholder may not transfer Voting Shares to a Permitted Transferee unless it also assigns or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate delegates to such HolderPermitted Transferees such Stockholder’s rights, duties or and obligations under this Agreement, in whole or in part, Agreement with respect to any transfereesuch transferred Voting Shares. 5.2.3 10.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holdersapplicable Stockholders, which shall include Permitted Transferees. In the event that the Sponsor is dissolved or cancelled, the Sponsor may assign its rights, duties and obligations under this Agreement to its members or any of them in the Sponsor’s sole and absolute discretion. 5.2.4 10.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 10.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Company, the Sponsor or the Stockholders unless and until the Company Company, the Sponsor and the Stockholders shall have received (i) written notice of such assignment as provided in Section 5.1 10.1 hereof and (ii) the written a counterpart signature page hereto pursuant to which such assignee shall confirm his, her or its agreement to be subject to and bound by all of the assignee, provisions set forth in a form reasonably satisfactory this Agreement that were applicable to the Company, to be bound by the terms and provisions assignor of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)such assignee. Any transfer or assignment made other than as provided in this Section 5.2 10.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment be assigned by any party hereto without the prior written consent of the other party hereto. Except as provided in Article V with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties to this Agreement and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, Helix may assign, collaterally assign, or grant security interests in all of Helix’s right, title and interest in and to this Agreement, without the consent of Cal Dive, to one or more financial institutions or other lenders or to any designees, successors or permitted assigns of such party’s rightsfinancial institutions or other lenders that are, duties from time to time, parties to the following Credit Agreement, as the same may be amended, restated, amended and obligations hereunder shall be binding upon restated, renewed, extended, supplemented, replaced, or obligate refinanced from time to time: that certain Credit Agreement dated as of July 3, 2006, by and among Helix Energy Solutions Group, Inc., as the Company unless Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and until L/C Issuer, and the Company shall have received other Lenders and Agents party thereto. In connection with the foregoing, Cal Dive hereby (ia) consents to the exercise by the Secured Parties (as defined in the Credit Agreement) of the rights provided in the security documents granting such assignment, collateral assignment, or security interest, including any foreclosure pursuant thereto and any subsequent assignments by the Administrative Agent on behalf of the Secured Parties, (b) agrees to provide the Administrative Agent with written notice of such assignment as provided in Section 5.1 hereof any default by Helix under the Agreement which is not cured within any applicable grace or cure period, and (iic) agrees that prior to terminating the written agreement Agreement due to a default by Helix, it shall provide the Administrative Agent with notice of such intended termination (including a detailed description of the assignee, in reasons therefor) and a form reasonably satisfactory reasonable opportunity to cure any underlying default (provided that the Company, Administrative Agent shall have no obligation to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreementcure any default). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Butterfly Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of lock up restrictions applicable to the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no any Holder of Restricted Securities may not assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this AgreementAgreement and other applicable agreements. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Any other Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s then-outstanding Common Stock and/or Common Stock Equivalents, (ii) such transfer is not pursuant to any Rule 144 under the Securities Act or a Registration Statement filed pursuant to this Agreement and (iii) the transferee agrees to become party to this Agreement and other applicable agreements. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, (a) Except as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions otherwise set forth in this Agreement. After Section 10.09, the expiration assignment of this Agreement shall be governed by the provisions of Section 10.8 of the Founder Shares Lock-up PeriodMaster Agreement. (b) The parties hereto agree as follows: (i) in the event the Company sells substantially all of the Company Business (the “Company Divested Unit”) to a third party, Genworth shall remain obligated to continue to provide the Private Placement Lock-up PeriodGenworth Services to such Company Divested Unit (but not otherwise to such third party acquirer) to the extent it was providing such Genworth Services immediately prior to such divestiture, pursuant to the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under terms of this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and unless otherwise agreed upon by the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth (ii) in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by the event Genworth sells substantially all of any party hereto of such Genworth Business (a “Genworth Divested Unit”) to a third party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received remain obligated to continue to provide Company Services to such Genworth Divested Unit (but not otherwise to such third party acquirer) to the extent it was providing such Company Services immediately prior to such divestiture, pursuant to the terms of this Agreement, unless otherwise agreed upon by the parties hereto, (iii) in the event the Company acquires a business or portion thereof by merger, stock purchase, asset purchase, reinsurance or other means (a “Company Acquired Unit”), then Genworth shall be obligated to provide the Genworth Services to such Company Acquired Unit, to the extent applicable, pursuant to the terms of this Agreement, unless otherwise agreed upon by the parties hereto; provided, however, that in the event that the acquisition of a Company Acquired Unit results in a change in the volume or quantity of any Genworth Service which thereby causes a material change in Genworth’s cost to provide such Genworth Service, then the requirements of Section 5.01(b) shall apply, (iv) in the event Genworth acquires a business that engages in a business of the type engaged in by the Genworth Businesses (a “Genworth Acquired Unit”) then the Company shall be obligated to provide Company Services to such Genworth Acquired Unit, to the extent applicable, pursuant to the terms of this Agreement, unless otherwise agreed upon by the parties hereto; provided, however, that in the event that the acquisition of a Genworth Acquired Unit results in a change in the volume or quantity of any Company Service which thereby causes a material change in the Company’s cost to provide such Company Service, then the parties shall negotiate in good faith and use their commercially reasonable efforts to agree upon a mutually agreeable adjustment to the relevant Service Charges to reflect such material changes. (c) Notwithstanding the requirements of Section 10.09(a) and 10.09(b) above, Genworth’s obligation to provide Services to a Company Divested Unit and the Company’s obligation (except under Section 2.01(b) with respect to the Canada Divested Unit) to provide Services to a Genworth Divested Unit shall be subject to (i) written notice at the sole discretion of the Provider of the Services, the implementation of new Service Charges (solely with respect to Services to be provided to such Divested Unit) proposed by the Provider of such assignment as provided in Section 5.1 hereof and Services that are consistent with applicable market rates for such Services; (ii) the written agreement seller of such Divested Unit or the assigneethird party purchaser of such Divested Unit agreeing (directly with the Provider) to pay, or cause to be paid, any incremental fees or expenses incurred by the Provider in a form reasonably satisfactory connection with establishing or transitioning the provision of such Services to the third party; (iii) obtaining any consents that are necessary to enable the Provider to provide the Services to the third party; provided, that Genworth and the Company shall each use commercially reasonable efforts to obtain any such consents; (iv) the third party purchaser of such Divested Unit agreeing (directly with the Provider) to any and all reasonable security measures implemented by the Provider in providing the Services as deemed necessary by the Provider to protect its Information Systems; and (v) the third party purchaser of such Divested Unit agreeing in writing (with each of Genworth and the Company, ) to be bound by the terms and all applicable provisions of this Agreement. (d) This Agreement (which may be accomplished by an addendum or certificate is for the sole benefit of joinder the parties to this Agreement). Any transfer or assignment made other than as provided Agreement and their permitted successors and assigns and nothing in this Section 5.2 Agreement, express or implied, is intended to or shall be null and voidconfer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of PubCo hereunder may not be assigned or delegated by PubCo in whole or in part. This Agreement and the rights, duties and obligations of the Company holders of Registrable Securities hereunder may not be freely assigned or delegated by the Company such holder of Registrable Securities in whole or in part. 5.2.2 Prior conjunction with and to the expiration extent of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a any permitted transfer of Registrable Securities by any such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound holder not prohibited by the transfer restrictions set forth in this any Lock-Up Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Section 4 and this Section 7.2. The rights of a holder of Registrable Securities under this Agreement and Section 5.2 hereof. 5.2.5 No assignment may be transferred by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon a holder to a transferee who acquires or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement holds Registrable Securities equal to at least 0.1% of the assigneeRegistrable Securities held by the holders of Registrable Securities on the date hereof; provided, that such transfer is in compliance with the provisions of any applicable Lock-Up Agreement; provided, further, that such transferee has executed and delivered to PubCo a form reasonably satisfactory to the Company, properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached as an Exhibit hereto (which may be accomplished an “Addendum Agreement”), and the transferor shall have delivered to PubCo no later than 30 days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement by an addendum or certificate the parties thereto shall constitute a permitted amendment of joinder to this Agreement). Any transfer or assignment made other than as provided in this Agreement notwithstanding the provisions of Section 5.2 shall be null and void7.9.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Payoneer Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up PeriodAgreement and, if applicable, the Private Letter Agreement and the Placement Lock-up PeriodUnit Subscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration rights, duties and obligations of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, a Holder hereunder may be assigned in whole or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate in part to such Holder’s rightsPermitted Transferees; provided, duties that, with respect to the Planet Holders, the Founders, and DMY Holders, the rights hereunder that are personal to such Holders may not be assigned or obligations under this Agreement, delegated in whole or in part, except that (x) each of the Planet Holders shall be permitted to transfer its rights hereunder as the Planet Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Planet Holder (each such affiliate, a “Planet Related Party”) (it being understood that no such transfer shall reduce any rights of such Planet Holder or such transferees) and (y) each of the DMY Holders shall be permitted to transfer their respective rights hereunder as the DMY Holders to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the DMY Holders (each such affiliate, a “dMY Related Party,” and, together with Planet Related Parties, a “Related Party”) (it being understood that no such transfer shall reduce any rights of the DMY Holders or such transferees), and the DMY Holders shall be permitted to assign rights to Permitted Transferees; provided, further, that with respect to any Holder, the rights set forth in connection with Sections 2.1, 2.2 and 2.4 shall not transfer to a transfer of Registrable Securities by such Holder to Related Party or a Permitted Transferee but only if (i) such Related Party or Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration acquires less than one quarter of one percent (0.25%) of the Founder Shares Lockthen outstanding Registrable Securities and (ii) such Registrable Securities are eligible for resale without volume or manner-up Periodof-sale restrictions pursuant to Rule 144. For the avoidance of doubt, any rights applicable to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, holders of shares of Class B Common Stock may be transferred or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, assigned in whole or in part, part solely to any transfereethe extent permitted under the terms of the Certificate of Incorporation of the Company in effect at the time of such transfer or assignment. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties (a) The rights and obligations of the Company hereunder may each Party shall not be assigned by any of the Parties hereto (whether by operation of law or delegated otherwise) without the prior written consent of the other Parties; provided, however, (i) Parent may assign its rights and obligations under this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable, and (ii) the Company Investor may, without such prior written consent, assign its rights and obligations under this Agreement (in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except ) in connection with a transfer Permitted Transfer of Registrable Securities its Covered Securities; provided that no assignment by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by any Party shall relieve the transfer restrictions set forth in this Agreementassigning Party of any of its obligations hereunder. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon the respective heirs, successors, legal representatives and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Parties. Nothing in this Agreement shall not confer be construed as giving any rights or benefits on any persons that are not parties heretoPerson, other than as expressly set forth the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof. (b) There are no third party beneficiaries of this Agreement and Section 5.2 hereof. 5.2.5 No assignment by nothing in this Agreement, express or implied, is intended to confer on any party person other than the Parties hereto of such party’s (and their respective successors, heirs and permitted assigns), any rights, duties remedies, obligations or liabilities, except that (a) each of the Other Investors and obligations hereunder their respective Affiliates shall be binding upon or obligate the Company unless a third-party beneficiary of Section 6.10(b), Section 6.10(d) and until Section 6.10(e), (b) the Company shall have received be a third-party beneficiary of Article II, Article III and Section 6.1 to Section 6.3 and (ic) written notice each of the Bain Guarantors shall be a third-party beneficiary of Section 6.9(b), and in each of (a), (b) and (c), such third-party beneficiaries shall be entitled to seek specific performance of the terms thereof, including an injunction or injunctions to prevent breaches of such assignment as provided in Section 5.1 hereof and (ii) terms by the written agreement of the assigneeParties hereto, in a form reasonably satisfactory addition to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum any other remedy at law or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and voidequity.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, ,the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Representative Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Representative Shares Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder who is subject to either or both the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, Up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeapplicable. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound as a Holder by the equivalent transfer restrictions as such Registrable Securities were subject to prior to such assignment or delegation as set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares Lockapplicable lock-up Periodperiod, the Private Placement Lockno Holder who is subject to any such lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up agreement, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound as a Holder by equivalent transfer restrictions as such Registrable Securities were subject to prior to such assignment or delegation. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Up Period, this Agreement and the Private Placement rights, duties and obligations of the Holders hereunder may be assigned by any Holder of Registrable Securities in conjunction with and to the extent of any valid transfer of such Registrable Securities by any such Holder. Following the expiration of the Lock-up Up Period, only the Working Capital Unit Lock-up Period, or Sponsor and the Extension Unit Lock-up Period, as the case may be, no Holder Founder may assign or delegate such Holder’s their rights, duties or and obligations under this Agreement, hereunder in whole or in part, except in connection conjunction with a and to the extent of any valid transfer of the Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound held by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Sponsor or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeFounder. 5.2.3 (b) This Agreement and the provisions hereof shall rights, duties and obligations of the Founder hereunder may be binding upon freely assigned or delegated by the Founder to any Co-Investment Affiliate in conjunction with and shall inure to the benefit extent of each any valid assignment by the Founder to such Co-Investment Affiliate of the parties and its successors and Founder's obligation to purchase the permitted assigns of Co-Investment Units pursuant to the Holders, which shall include Permitted TransfereesCo-Investment Agreement. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 (c) No assignment by any party hereto of such party’s 's rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 4.01 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 4.02 shall be null and void. (d) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of the Holders or of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons not a party hereto other than as expressly set forth in this Section 4.02.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and any Lock-Up Period applicable to such Registrable Securities. 5.2.2 Prior to the expiration of the Founder Shares any Lock-up Up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by this Agreement and any transfereeLock-Up Period applicable to such Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated transferred by the Company in whole or in partpart without the prior written consent of the other Parties. 5.2.2 Prior to (b) This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of an Investor hereunder may not be assigned or transferred by such Investor in whole or in part without the prior written consent of the other Parties, except: (i) in connection with a transfer of its Registrable Securities and/or ReNew India Common Shares, as applicable, to a Permitted Transferee of such Investor; (ii) in the case of GSW solely with respect to its rights, duties and obligations under Articles II through IV of this AgreementAgreement (other than the GSW Priority Offering Right), in whole or in part, except (x) to any Person to whom GSW transfers Class C Shares (including Class C Shares that are re-designated as Class A Shares upon such transfer pursuant to the terms of the Company’s articles of association) in accordance with this Agreement or (y) to any Person to whom GSW transfers Class A Shares pursuant to the GSW Lock-Up Transfer Right; or (iii) (A) in the case of the Founder Investors solely with respect to their rights, duties and obligations under Articles II through IV and Article VI of this Agreement, to, and in favor or for the benefit of, (x) third parties purchasers in respect of a Swap Option exercised under Section 6.08 or (y) the lenders of the Founder Indebtedness solely in connection with a transfer the creation, in favor of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound lenders under the Founder Indebtedness, of the security interest in the ReNew India Common Shares held by the transfer restrictions set forth Founder Investors for securing the Founder Indebtedness or (B) in this Agreement. After the expiration respect of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s Investors’ rights, duties or and obligations under Article II through V and Article VI of this Agreement, to the extent such rights, duties and obligations have been assigned by the Founder Investors to such lender, by any such lender in whole connection with the exercise by such lender of its security interest in the ReNew India Common Shares securing the Founder Indebtedness or its assignee; in parteach case of subsections (i) and (ii) above, subject to any transfereeSection 8.02(e). 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its their respective successors and the permitted assigns of the Holders, which shall include Permitted Transfereesassigns. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 (e) No assignment or transfer permitted hereunder by any party hereto Party of such partyParty’s rights, duties and obligations hereunder (other than an assignment described in subsection 8.02(b)(iii) or the granting of a Power of Attorney by a Founder Investor) shall be binding upon or obligate the Company or any of the other Parties hereto unless and until the Company and such other Parties shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and 8.01 hereof, (ii) the written agreement of the assigneeassignee or transferee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) applicable to such Party and (iii) an authorized copy of the duly executed Power(s) of Attorney, as the case may be; provided, that, (x) any assignee or transferee of GSW pursuant to subsection 8.02(b)(ii) shall not be entitled to GSW’s rights under, or bound by the terms and provisions of Article V unless such Person acquires Class C Shares representing at least 5% of the total issued and outstanding Shares; and (y) any assignment pursuant to subsection 8.02(b)(iii) shall be binding on the Company only upon the Company having received written notice of such assignment in accordance with subsection 8.02(e)(i). Any transfer or assignment made other than as provided in this Section 5.2 8.02 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, Period or the Extension Unit Warrant Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder the Sponsor may not assign or delegate such Holderthe Sponsor’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder the Sponsor to a Permitted Transferee Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this AgreementAgreement and other applicable agreements. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Any other Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s Common Stock and/or Common Stock Equivalents, (ii) such transfer is not pursuant to any transfereeRule 144 under the Securities Act or a registration statement filed pursuant to this Agreement and (iii) the transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable agreements. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.1 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, New Holder Lock-up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter, the Anchor Investor Subscription Agreements and other applicable agreements (but only to the extent such Holder is a party thereto). After Notwithstanding the expiration foregoing, nothing in this Agreement shall restrict the rights of the Founder Shares Lock-up Period, New Holders to take any actions in respect of any shares of Common Stock issuable in exchange for the Private Placement Lock-up Period, commons stock of Legacy Evolv issued in connection with the Working Capital Unit Lock-up Period, or conversion of the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee2021 Notes. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to (a) an Affiliate of Registrable Securities by such Holder, (b) direct and/or indirect equity holders of any Holder pursuant to a Permitted Transferee but only if such Permitted Transferee agrees distribution as described in Section 5.14 of this Agreement or (c) any person with the prior written consent of the Company. A sale or transfer that qualifies pursuant to become bound by an exemption from the transfer restrictions set forth in this Agreement. Securities Act shall not be deemed to have been made pursuant to a Registration Statement. 5.2.3 After the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) up to five (5) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least two percent (2%) of the then-outstanding Class A Common Stock, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any transfereeHolder pursuant to a distribution as described in Section 5.14 of this Agreement or (d) any person with the prior written consent of the Company. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 5.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than ten thousand (10,000) Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (a) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (b) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (c) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Underwriter Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration No assignment by any party hereto of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holderparty’s rights, duties and obligations hereunder shall be binding upon or obligations under obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, ). Any transfer or assignment made other than as provided in whole or in part, to any transfereethis Section 5.2 shall be null and void. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beif applicable, no Existing Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Warrant Agreement or any other applicable letter agreements between the Company and such Holder. After Notwithstanding and without prejudice to the expiration foregoing, the rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that is an affiliate (which includes any person who, directly or indirectly, controls, is controlled by, or is under common control with such Holder, including without limitation any general partner, managing member, officer or director of such Holder or any venture capital or private equity fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or advisor with, such Holder, where “control” means the possession, directly or indirectly, of the Founder Shares Lock-up Periodpower to direct the management and policies of a person whether through the ownership of voting securities, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, by contract or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate otherwise) of such Holder’s rights, duties or obligations under . The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, in whole express or in partimplied, is intended to confer upon any transfereeparty other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. For the avoidance of doubt, any entity or person into which a Holder may be merged or converted or with which it may be consolidated, or any entity or person resulting from any merger, conversion or consolidation to which a Holder shall be a party, shall be the successor of such Holder hereunder. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder who is subject to either or both the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, Up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeapplicable. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beextent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to (a) an Affiliate of Registrable Securities by such Holder Holder, (b) direct and/or indirect equity holders of the Sponsor pursuant to a Permitted Transferee but only if such Permitted Transferee agrees distribution as described in Section 5.11 of this Agreement or to become bound by direct or indirect equity holders of any Xxxxxxx Leisure Shareholder or (c) any person with the prior written consent of the Company. A sale or transfer restrictions set forth in this Agreement. that qualifies pursuant to an exemption from the Securities Act shall not be deemed to have been made pursuant to a registration statement. 5.2.3 After the expiration of the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) up to five Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least five percent of the then-outstanding Common Shares, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of the Sponsor pursuant to a distribution as described in Section 5.11 of this Agreement or to direct or indirect equity holders of any transfereeXxxxxxx Leisure Shareholder or (d) any person with the prior written consent of the Company. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company PubCo hereunder may not be assigned or delegated by the Company PubCo in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Seller Lock-up Period or the Founder Shares Lock-up Period, Period to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beextent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to (a) an Affiliate of Registrable Securities by such Holder, (b) direct and/or indirect equity holders of any Lion Holder or any Seller pursuant to a Permitted Transferee but only if such Permitted Transferee agrees distribution as described in Section 5.15 of this Agreement or (c) any person with the prior written consent of the Company. A sale or transfer that qualifies pursuant to become bound by an exemption from the transfer restrictions set forth in this Agreement. Securities Act shall not be deemed to have been made pursuant to a registration statement. 5.2.3 After the expiration of the Seller Lock-up Period or the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) up to five (5) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least two percent (2%) of the then-outstanding Class A Common Stock, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any transfereeLion Holder or any Seller pursuant to a distribution as described in Section 5.15 of this Agreement or (d) any person with the prior written consent of the Company. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 5.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 5.2.1. This Agreement and the rights, duties and obligations of the Company Squirrel Cayman hereunder may not be assigned or delegated by the Company Squirrel Cayman in whole or in part. 5.2.2 5.2.2. Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodPeriod applicable to any Holder, as the case may be, no such Holder may not assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodPeriod applicable to any Holder, as the case may be, the such Holder may assign or delegate such HolderXxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 5.2.3. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees, as applicable. 5.2.4 5.2.4. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.5. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Squirrel Cayman unless and until the Company Squirrel Cayman shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanySquirrel Cayman, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement New Holder Lock-up Period, Up Period or the Working Capital Unit JHL Holder Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, the no Holder who is subject to any such lock-up period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up period, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Existing Holder may assign or delegate such Existing Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Existing Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this AgreementTransferee. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, No Centennial Holder or the Extension Unit Lock-up Period, as the case may be, the Riverstone Holder may assign or delegate such Holder’s its rights, duties or obligations under this Agreement, in whole or in part, except (i) in the case of a Centennial Holder, in connection with a Permitted Transfer (as defined in the CRP LLC Agreement) of CRP Units by such Centennial Holder and (ii) in the case of a Riverstone Holder, in connection with a transfer of Common Stock by such Riverstone Holder to any transfereean Affiliate. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Period or Underwriter Lock-up Period, or the Extension Unit Lock-up Periodperiod, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 1.15.1 This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 1.15.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Hyperfine Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of lock up restrictions applicable to the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 1.15.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 1.15.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 1.15.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This (a) No Party may assign any of its rights or obligations under this Agreement or any Transaction Document (including by operation of law, merger or division, or similar business combination transaction) without the prior written consent of the other Parties, which consent may be granted or withheld in the sole discretion of such other Party; provided, however, that this prohibition shall not limit a Party from merging into an entity provided that the company resulting from such merger agrees to be bound by this Agreement and the rightsall Transaction Documents; further provided, duties that any Party may assign its rights and obligations under this Agreement without the prior written consent of the Company other Parties (i) in the case of Sellers, to an RWE Transferee, subject to Sections 9.01(b), 9.11, and 9.12, (ii) to any financial institution providing purchase money or other financing to such Party from time to time as collateral security for such financing so long as such Party remains fully liable for its obligations under this Agreement, and (iii) in the case of Purchaser, in a Permitted Transfer. Other than as provided in Article VII and Section 6.12, Section 6.14, Section 6.15, and Section 9.11 hereof, nothing in this Agreement is intended to or shall confer upon any other Person except the Parties any rights or remedies hereunder or create any Third Party beneficiary rights in any Person. (b) Notwithstanding anything to the contrary in this Agreement: (i) in the event that the Contemplated Innogy Restructuring occurs prior to the Closing, a Signing Seller or Signing Sellers may transfer any or all of its Membership Interests to RWE AG or to its Affiliates (such entities, the “RWE Transferees”); provided that (A) a copy of the fully-executed Assignment of Agreement (Pre-Closing) is delivered to Purchaser, and (B) such RWE Transferee (if not RWE AG) is at the time of such transfer connected to RWE AG through an unbroken chain of domination- (Beherrschungs-) and/or profit and loss transfer agreements (Gewinnabführungsverträge) in accordance with German statutory Law with RWE AG that has been registered with the commercial register of such RWE Transferee. Upon the delivery of a fully-executed Assignment of Agreement (Pre-Closing) to Purchaser, such Signing Seller or Signing Sellers making such delivery automatically shall be assigned or delegated by the Company in whole released from all liability and further obligations under or in part.connection with this Agreement without further action; provided that nothing in the foregoing shall release any liability for Fraud occurring prior to such transfer or any breach of this Section 9.01. In such case: 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, (A) The RWE Transferee or the Extension Unit Lock-up Period, RWE Transferees shall become “Replacement Seller” or “Replacement Sellers,” as the case may be, no Holder and Replacement Seller or Replacement Sellers shall be deemed to be a “Seller” or “Sellers” (as may be applicable) hereunder from the date of this Agreement, mutatis mutandis; (B) references to “innogy SE” in (1) the first sentence in Article III and (2) Article VII with respect to innogy SE’s indemnification rights and obligations shall be deemed to be references to the “Seller” or “Sellers” (as may be applicable) hereunder from the date of this Agreement, mutatis mutandis; and (C) references in Section 3.27 to “Seller” or “Sellers” shall be deemed to include “Signing Seller” or “Signing Sellers,” as appropriate, mutatis mutandis. (ii) in the event that the Contemplated Innogy Restructuring occurs following the Closing, Sellers may assign their rights and obligations under and in connection with this Agreement to an RWE Transferee or delegate RWE Transferees; provided that (A) a copy of the fully-executed Assignment of Agreement (Post-Closing) is delivered to Purchaser and (B) such Holder’s rightsRWE Transferee (if not RWE AG) is at the time of such transfer connected to RWE AG through an unbroken chain of domination- (Beherrschungs-) and/or profit and loss transfer agreements (Gewinnabführungsverträge) in accordance with German statutory Law with RWE AG that has been registered with the commercial register of such RWE Transferee. Upon the delivery of a fully-executed Assignment of Agreement (Post-Closing) to Purchaser, duties or Signing Sellers automatically shall be released from all liability and further obligations under this Agreement, Agreement without further action; provided that nothing in whole the foregoing shall release any liability for Fraud occurring prior to such transfer or in part, except in connection with a transfer any breach of Registrable Securities by this Section 9.01. In such Holder to a Permitted case: (A) The RWE Transferee but only if such Permitted Transferee agrees to or RWE Transferees shall become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, “Replacement Seller” or the Extension Unit Lock-up Period, “Replacement Sellers,” as the case may be, and Replacement Seller or Replacement Sellers shall be deemed to be a “Seller” or “Sellers” (as may be applicable) hereunder from the Holder may assign or delegate such Holder’s rights, duties or obligations under date of this Agreement, mutatis mutandis; (B) references to “innogy SE” in whole (1) the first sentence in Article III and (2) Article VII with respect to innogy SE’s indemnification rights and obligations shall be deemed to be references to the “Seller” or “Sellers” (as may be applicable) hereunder from the date of this Agreement, mutatis mutandis; and (C) references in part, Section 3.27 to any transferee“Seller” or “Sellers” shall be deemed to include “Signing Sellers,” mutatis mutandis. 5.2.3 This (c) In the event of any expiration or termination during the Coverage Period of the domination- (Beherrschungs-) and/or profit and loss transfer agreements (Gewinnabführungsverträge) referenced in Section 9.01(b) Sellers shall provide sufficient notice so that, and without limiting any rights of Purchaser under the Assignment Agreement (including the guarantee referenced therein), Purchaser is able to make or assert any claims necessary to secure its rights under German Law. In the event of any expiration or termination during the Coverage Period of the domination (Beherrschungs-) and/or profit and the provisions hereof shall be binding upon loss transfer agreements (Gewinnabführungsverträge) referenced in Section 9.01(b), Sellers may put in place a new structure of domination (Beherrschungs-) and/or profit and shall inure loss transfer agreements (Gewinnabführungsverträge) to the benefit effect that RWE Transferee will once again be connected to RWE AG through an unbroken chain of each of the parties domination and/or profit (Beherrschungs-) and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received loss transfer agreements (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this AgreementGewinnabführungsverträge). Any transfer or assignment made other than as provided As used in this Section 5.2 9.01(c), “Coverage Period” shall be null mean the period that is the longer of (x) four (4) years after the Closing Date and void(y), if at or prior to the expiration of such four (4) year period, any Action is made by any member of the Purchaser Indemnified Group against innogy SE or the RWE Transferee successor of innogy SE, that is made prior to the earlier of the survival period specified for such claim under Section 7.01 the date either (A), such Action results in a non-appealable order from a court of competent jurisdiction under Section 9.03 that such successor does not owe any amounts with respect to such Action, or (B) a written agreement with Purchaser and such successor that specifies this Section 9.01 that such successor does not owe any such amount.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Manager Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and any other applicable letter agreements between the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Hyperfine Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of lock up restrictions applicable to the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities, during the respective lock-up period, to a such Holder’s Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After the expiration ; provided, further that any Holder who is a Permitted Transferee of the Founder Shares Lock-up PeriodSponsor shall be deemed an “Insider” as such term is defined in the Letter Agreement and shall be bound in accordance thereof. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 6.2.2 Prior to the expiration of the Founder Sponsor Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Accelus Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of lock up restrictions applicable to the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 5.3.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 5.3.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After For the avoidance of doubt, subsequent to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Sponsor may assign or delegate such Holder’s its rights, duties or obligations under this Agreement, in whole or in part, in connection with a distribution of Founder Shares or Private Placement Warrants to any transfereea Post-Lock-up Permitted Transferee. 5.2.3 5.3.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.3.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.3 hereof. 5.2.5 5.3.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.3 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Lockup Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be assigned or obligations under this Agreement, delegated by the Holders in whole or in part; provided, except however, that, subject to Section 5.2.5, a Holder may assign the rights and obligations of such Holder hereunder relating to particular Registrable Securities in connection with a the transfer of such Registrable Securities by such Holder to a Permitted Transferee but only if of such Holder (it being understood that no such Transfer shall reduce any rights of the Holder with respect to Registrable Securities still held by such Holder). A Permitted Transferee agrees to receiving Registrable Securities from a Sponsor Holder shall become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Perioda Sponsor Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Permitted Transferee receiving Registrable Securities from an Intuitive Holder may assign or delegate such shall become an Intuitive Holder and a Permitted Transferee receiving Registrable Securities from an Other Holder shall become an Other Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless such assignment is permitted under 5.2.2 and unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Subject to Section 5.2.4 and Section 5.2.6, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and Permitted Transferees. 5.2.3 For the avoidance of doubt, the GS ESC PIPE Investor may assign its rights, duties and obligations under this Agreement to each equityholder of the GS ESC PIPE Investor to which it expects to distribute Registrable Securities and such equityholder shall, following the execution of a Joinder (as defined below) and effective upon such distribution, become a Holder hereunder and the PIPE Shares which such equityholder receives in such distribution shall remain Registrable Securities until they cease to be Registrable Securities in accordance with the definition thereof. 5.2.4 Prior to the expiration of the Founder Shares applicable Lock-up Period, the Private Placement no Holder who is subject to a Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by and in accordance with the transfer restrictions set forth in this Agreement. After the expiration provisions of the Founder Shares agreement providing for such Lock-up PeriodPeriod and this Section 5.2; provided, that, with respect to the Sponsor Members and the Vertiv Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations hereunder that are personal to the Vertiv Holder and such Sponsor Member, as applicable, may not be assigned or obligations under this Agreement, delegated in whole or in part, except that (x) a Sponsor Member shall be permitted to assign or delegate its rights, duties and obligations hereunder as such Sponsor Member to one or more Affiliates of such Sponsor Member (it being understood that no such assignment or delegation shall reduce any transfereerights, duties or obligations of such Sponsor Member or such transferees) and (y) the Vertiv Holder shall be permitted to assign or delegate its rights, duties and obligations hereunder as the Vertiv Holder to one or more Affiliates of the Vertiv Holder (it being understood that no such assignment or delegation shall reduce any rights, duties or obligations of the Vertiv Holder or such transferees). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of executed joinder to this AgreementAgreement from such successor or permitted assignee in the form of Exhibit A attached hereto (a “Joinder”). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Except as otherwise provided in this Section 6.2, this Agreement and the rights, duties and obligations of the Company Company, Holders or the Sponsor hereunder may not be assigned or delegated by the Company Company, Holders or the Sponsor in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Section 4 and this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s 6.2. The rights, duties and obligations hereunder shall of a holder of Registrable Securities under this Agreement may be binding upon transferred by such a holder to a Permitted Transferee who acquires or obligate holds Registrable Securities; provided, however, that (a) such transferee has executed and delivered to the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written a properly completed agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by the “Addendum Agreement”), (b) the transferor shall have delivered to the Company no later than ten (10) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred and (c) after any such transfer, the transferee holds the lesser of (A) [the equivalent in Common Stock after the Merger of 500,000 Registrable Securities as defined in the Prior Sarcos Agreement] shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) or (B) all of the transferring Holder’s Registerable Securities. The execution of an addendum or certificate Addendum Agreement shall constitute a permitted amendment of joinder to this Agreement). Any For the avoidance of doubt, if the securities that a holder wishes to transfer would not be Registrable Securities if held by such transferee, the transferee shall not be entitled to sign the Addendum Agreement or assignment made other than as provided in this Section 5.2 shall be null and voidbecome a party hereto.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder who is subject to either or both the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, Up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeapplicable. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement EBC Founder Shares Lock-up Period, the Working Capital Unit New Holder Lock-up Period, Period or the Extension Unit Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , the expiration of the Founder Shares Lock-up PeriodInsider Letter, the Private Placement Lock-up Period, Units Purchase Agreements and other applicable agreements (but only to the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the extent such Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeis a party thereto). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such HolderHxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 i. This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 ii. Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Hyperfine Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of lock up restrictions applicable to the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 iii. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 iv. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 v. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company True Velocity hereunder may not be assigned or delegated by the Company True Velocity in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares lock-up period set forth in the Lock-up Period, Up Agreement in accordance with the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beterms thereof, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in accordance with subsection 5.2.5 and in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to become True Velocity agreeing to be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After Agreement as if such person were a Holder party hereto, whereupon such Permitted Transferee will be treated for all purposes of this Agreement with the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s same rights, duties or benefits and obligations under this Agreement, in whole or in part, hereunder as such Holder with respect to any transfereethe transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company True Velocity unless and until the Company True Velocity shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyTrue Velocity, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Pico Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , the expiration of Letter Agreement, the Founder Shares applicable Lock-up PeriodUp Agreement and, if applicable, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodSubscription Agreements, as the case may be. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This (i) The Company may not assign this Agreement and nor any of the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties interests or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by Agreement without the transfer restrictions set forth in this Agreement. After the expiration prior written consent of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 Majority Investors. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its their respective permitted successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons Persons that are not parties hereto, party hereto other than as expressly set forth in Section 5 and this Agreement and Section 5.2 hereof10(d). 5.2.5 No assignment by (ii) Prior to the Shareholder Submission Deadline, without the consent of the Company or any party hereto of such party’s rightsother person, duties each Potential Shareholder may assign the rights and obligations hereunder shall be binding upon with respect to any Unsubscribed Shares that it is obligated to acquire pursuant to the Subscription Agreement and any Commitment Fee Shares that it is entitled to receive pursuant to the Subscription Agreement (and any Registrable Securities issued or obligate issuable with respect thereto) (collectively, the “Commitment Securities”) to any Person that (1) submits a Selling Shareholder Questionnaire on or prior to the Shareholder Submission Deadline, and (2) is obligated to acquire Unsubscribed Shares pursuant to the Subscription Agreement or is entitled to receive Commitment Fee Shares under the Subscription Agreement (a “Commitment Party”); provided that on or prior to the Shareholder Submission Deadline such Commitment Party executes a Joinder Agreement and delivers such Joinder Agreement to the Company; provided further that the Parties agree to permit transfers of Commitment Securities and assignments of the rights and obligations hereunder with respect to such Commitment Securities to any Person that is an Affiliate (as defined in the Subscription Agreement) of a Commitment Party or a Related Fund (as defined in the Subscription Agreement) of a Commitment Party so long such Commitment Party executes a Joinder Agreement and delivers such Joinder Agreement to the Company unless on or prior to the Initial Deadline and until complies with the requirements of the Depositary with respect to the transfer of Commitment Securities. (iii) Following the initial filing of the Resale Registration Statement and prior to the date on which the Company shall have received (i) submits a request to the SEC to declare the Resale Registration Statement effective, the Majority Investors may deliver one written notice of to the Company (the “Amendment Notice”, and the date on which such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory notice is delivered to the Company, the “Amendment Notice Date”) specifying a date by which any Person to be bound whom any Potential Shareholder transfers or assigns Registrable Securities following the Amendment Notice Date must submit a properly completed and duly executed Selling Shareholder Questionnaire to the Company if such Person desires to have such Registrable Securities included in the Resale Registration Statement (the “Subsequent Shareholder Submission Deadline”). In the event that the Majority Investors deliver the Amendment Notice, (1) each Potential Shareholder that is a Party as of the Amendment Notice Date that transfers or assigns all or a portion of the Registrable Securities that it holds on the Amendment Notice Date to any Person on or prior to the Subsequent Shareholder Submission Deadline, without the consent of the Company or any other person, may assign the rights and obligations hereunder with respect to the Registrable Securities so transferred or assigned to such Person, and (2) the Company will use commercially reasonable efforts to amend the Resale Registration Statement to include the Selling Shareholder Information provided by such Person as soon as practicable following the receipt by the terms Company of a properly completed and duly executed Selling Shareholder Questionnaire from such Person; provided, in each case, that such Potential Shareholder and such Person execute a Joinder Agreement and deliver such Joinder Agreement to the Company at or prior to the time of such transfer or assignment. (iv) Following the 60th calendar day after the initial filing of the Resale Registration Statement, if the Company has not submitted a request to the SEC to declare the Resale Registration Statement effective, in the event that a Potential Shareholder that is a Party as of the Shareholder Submission Deadline transfers or assigns all or a portion of the of the Registrable Securities that it holds to any Person that, after giving effect to such transfer or assignment such transfer or assignment, holds no fewer than 1,000,000 Registrable Securities, (1) such Potential Shareholder, without the consent of the Company or any other person, may assign the rights and obligations hereunder with respect to the Registrable Securities so transferred or assigned to such Person, and (2) the Company will use commercially reasonable efforts to amend the Resale Registration Statement to include the Selling Shareholder Information provided by such Person as soon as practicable following the receipt by the Company of a properly completed and duly executed Selling Shareholder Questionnaire from such Person; provided, in each case, that such Potential Shareholder and such Person execute a Joinder Agreement and deliver such Joinder Agreement to the Company at or prior to the time of such transfer or assignment. (v) Any Person that delivers a properly completed and duly executed Joinder Agreement to the Company in accordance with the provisions of this Agreement (which may Section 10(d) shall be accomplished by an addendum or certificate deemed to be a Potential Shareholder with all rights and obligations of joinder to a Potential Shareholder under this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.