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

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior to the expiration of the Lock-up Period to the extent 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 of Registrable Securities by such Holder to a Permitted Transferee; provided, that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 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. 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 6.2 hereof. 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 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 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder eFFECTOR Holders and the SponsorSponsor Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder eFFECTOR Holders shall be permitted to transfer its rights hereunder as the VG Stockholder eFFECTOR Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such eFFECTOR Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such eFFECTOR Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) each of the Sponsor Holders shall be permitted to transfer its rights hereunder as the Sponsor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the such Sponsor Holder (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2 hereto. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderOfferPad Holders, the CP Stockholder Sponsor, the Principal Stockholders and the SponsorFounder, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xw) each of the VG Stockholder OfferPad Holders (other than the Principal Stockholders and Founder) shall be permitted to transfer its rights hereunder as the VG Stockholder such OfferPad Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such OfferPad Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such OfferPad Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zx) 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 Permitted Transferees of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees), (y) Founder may transfer, in his sole discretion, all or any portion of his rights under this Agreement to any Permitted Transferee of such Founder and (z) any of the Principal Stockholders may transfer, in its sole discretion, all or any portion of its rights under this Agreement to any Permitted Transferee of such Principal Stockholder. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder AEON Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xw) each of the VG Stockholder AEON Holders shall be permitted to transfer its rights hereunder as the VG Stockholder such AEON Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such AEON Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such AEON Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zx) 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 Permitted Transferees of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee 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 or the Private Placement Lock-up Period, that, with respect to as the VG Stockholdercase may be, the CP Stockholder and the SponsorHolder may assign or delegate such Holder’s rights, the rights hereunder that are personal to the VG Stockholderduties or obligations under this Agreement, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole while or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)transferee. 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. 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 6.2 hereof. 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 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 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 6.9.1 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. 6.2.2 6.9.2 Prior to the expiration of any Lock-up Period, no Holder subject to any such Lock-Up Period may assign or delegate such Holder’s rights, duties or obligations under this Investor Rights Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except to (a) an Affiliate of such Holder, (b) direct and/or indirect equity holders of the Sponsor pursuant to a distribution as described in Section 6.19 of this Investor Rights Agreement or to direct or indirect equity holders of any Pre-Closing Stockholder or (c) any person with the prior written consent of PubCo. A sale or transfer that qualifies pursuant to an exemption from the Securities Act shall not be deemed to have been made pursuant to a registration statement. 6.9.3 After the expiration of the Lock-up Period to the extent applicable to such Holder, no a Holder may assign or delegate such Holder’s rights, duties or obligations under this Investor Rights Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a (a) up to five Permitted Transferee; Transferees, provided, thathowever, with respect that each such Permitted Transferee holds, after giving effect to the VG Stockholdersuch assignment or delegation, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders at least five percent of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees)then-outstanding Common Shares, (yb) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx an Affiliate of such Holder, (c) direct and/or his immediately family members and (z) 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 pursuant to a distribution as described in Section 6.19 of this Investor Rights Agreement or to direct or indirect equity holders of any Pre-Closing Stockholder or (it being understood that no such transfer shall reduce d) any rights person with the prior written consent of the Sponsor or such transferees)PubCo. 6.2.3 6.9.4 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. 6.2.4 6.9.5 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 Investor Rights Agreement (including pursuant to Sections 2.2.8, 2.2.9, 5.1, 6.8 and Section 6.2 6.19 hereof). 6.2.5 6.9.6 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 6.1 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 Investor Rights Agreement (which may be accomplished by an addendum or certificate of joinder to this Investor Rights Agreement). Any transfer or assignment made other than as provided in this Section 6.2 6.9 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Rigetti Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xw) each of the VG Stockholder Rigetti Holders shall be permitted to transfer its rights hereunder as the VG Stockholder such Rigetti Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Rigetti Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Rigetti Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zx) 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 Permitted Transferees of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Embark Holders and the SponsorFounders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Embark Holders (other than the Founders) shall be permitted to transfer its rights hereunder as the VG Stockholder Embark Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Embark Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Embark Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or each Founder may transfer, in his immediately family members and (z) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates sole discretion, all or any direct or indirect partners, members or equity holders portion of the Sponsor (it being understood that no his rights under this Agreement to any Permitted Transferee of such transfer shall reduce any rights of the Sponsor or such transferees)Founder. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee 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 or the Private Placement Lock-up Period, that, with respect to as the VG Stockholdercase may be, the CP Stockholder and the SponsorHolder may assign or delegate such Holder’s rights, the rights hereunder that are personal to the VG Stockholderduties or obligations under this Agreement, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)transferee. 6.2.3 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. 6.2.4 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 this Section 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Common Stock Lock-up Period to or the extent applicable to such HolderSponsor Lock-Up Period, as applicable, 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; provided, that, with respect to . 5.2.3 Following the VG Stockholder, expiration of the CP Stockholder and Common Stock Lock-up Period or the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the SponsorSponsor Lock-Up Period, as applicable, a Holder may not be assigned assign or delegated delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except to any transferee of Registrable Securities that (xa) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one is a Permitted Transferee or more affiliates or any direct or indirect partners(b) after such transfer, members or equity holders holds at least 10% of the VG Stockholder (it being understood that no such transfer shall reduce any rights outstanding shares of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees).Company; 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Legacy Scilex Equityholder and the SponsorSponsor Equityholders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder Legacy Scilex Equityholder shall be permitted to transfer its rights hereunder as the VG Stockholder a Legacy Scilex Equityholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder Legacy Scilex Equityholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder Legacy Scilex Equityholder or such transferees), and (y) the CP Stockholder Sponsor Equityholders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their rights hereunder as the Sponsor Equityholders to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor Equityholders (it being understood that no such transfer shall reduce any rights of the Sponsor Equityholders or such transferees). 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. 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 6.2 hereof. 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 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 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 (a) This Agreement and the rights, rights duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 6.2.2 Prior (b) Subject to Section 6.2(d) and Section 6.2(e), this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderSponsor, the CP Stockholder Capstar Holders and the SponsorTarget Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) 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, which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to members of Sponsor (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees), (ii) each of the Capstar Holders shall be permitted to transfer its rights hereunder as the Capstar Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Capstar Holder (it being understood that no such transfer shall reduce or multiply any rights of such Capstar 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 which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by such Target Holder to constituent owners 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 members of Sponsor, the rights that are personal to the Sponsor shall be exercised by such members only with the consent of the Sponsor’s board of managers in accordance with the Sponsor’s operating agreement. 6.2.3 (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. 6.2.4 (d) 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 this Section 6.2 hereof6.2. 6.2.5 (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 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, including the joinder in the form of Exhibit C attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Ginkgo Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Ginkgo Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Ginkgo Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Ginkgo Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Ginkgo Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more of its affiliates or any direct or indirect partners, members or equity holders of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior to the expiration of the Lock-up Period to the extent applicable to such Holder, no 5.2.2 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 Transfer of Registrable Securities by such Holder to a Permitted Transferee; providedTransferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement by executing a joinder to this Agreement in the form of Exhibit A attached hereto (a “Joinder”), that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that that, in the event of any Transfer of Registrable Securities effected pursuant to clause (ii) of Section 2.5.1, no such transfer Transferee thereunder shall reduce be deemed to be an assignee hereunder or otherwise subject to any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)obligations hereunder. 6.2.3 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 TransfereesTransferees (but not, for the avoidance of doubt, any Transferees pursuant to clause (ii) of Section 2.5.1). 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof 5.1 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 Agreementa Joinder). Any transfer or assignment made other than as provided in this Section 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 5.2.1 This Agreement and the rights, duties and obligations of the Company New PubCo hereunder may not be assigned or delegated by the Company New PubCo in whole or in part. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties or and obligations under this Agreement, of a Holder hereunder may not be assigned in whole or in part, part except in connection with a transfer of Registrable Securities by to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Nuvini Holders and the SponsorSponsor Parties, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Nuvini Holders shall be permitted to transfer its its, his or her respective rights hereunder as the VG Stockholder Nuvini Holders to one or more affiliates Affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Nuvini Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Nuvini Holder or such transferees), ) and (y) each of the CP Stockholder Sponsor Parties shall be permitted to transfer its rights hereunder as the CP Stockholder to one its, his or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its her respective rights hereunder as the Sponsor Parties to one or more affiliates of their respective Affiliates or any direct or indirect partners, members or equity holders of the Sponsor Parties (it being understood that no such transfer shall reduce any rights of the Sponsor Parties or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 New PubCo unless and until the Company New PubCo shall have received (i) written notice of such assignment as provided in Section 6.1 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyNew PubCo, 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the (a) SPAC Holder Lock-up Period Up Period, with respect to the extent applicable Registrable Securities owned by the Sponsor Parties, or (b) Monex Lock-Up Period, with respect to such Holderthe Registrable Securities owned by Monex, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except to such Holder’s applicable Permitted Transferees. For the avoidance of doubt, a Holders’ rights, duties or obligations under this Agreement are transferable in connection with a transfer sale of Registerable Securities to a Holder’s Permitted Transferees in any transaction following which such Registrable Securities by such Holder to a Permitted Transferee; provided, that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)would remain Registrable Securities. 6.2.3 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 applicable Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 6.1 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 Transfer or assignment made other than as provided in this Section 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that (1) immediately following such transfer of such Registrable Securities by such Holder to a Permitted Transferee; providedremain Registrable Securities, that, and (2) with respect to the VG StockholderTarget Holders, the CP Stockholder Starr Holders, the Investor Stockholders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Starr Holders shall be permitted to transfer its rights hereunder as the Starr Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Starr Holder (it being understood that no such transfer shall reduce or multiply any rights of such Starr Holder or such transferees), (iii) each of the Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (ziv) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). Upon a transfer by the Sponsor pursuant to subsection (iv) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Near Holders and the SponsorSponsor Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Near Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Near Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Near Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Near Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) each of the Sponsor Holders shall be permitted to transfer its rights hereunder as the Sponsor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the such Sponsor Holder (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, no 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 in whole or in part, except part by such Holder in connection conjunction with a transfer and to the extent of any Transfer of Registrable Securities by any such Holder to a Permitted TransfereeHolder; provided, that, with respect to the VG StockholderAbove Food Holders, the CP Stockholder Sponsor and the Sponsorother SPAC Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Above Food Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Above Food Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Above Food Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Above Holder or such transferees), ) and (y) the CP Stockholder Sponsor and the other SPAC Holders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their respective rights hereunder as the Sponsor or the other SPAC Holders, as applicable, to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor or the other SPAC Holders, as applicable (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or the other SPAC Holders or such transferees). 6.2.3 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 delivery of an addendum or certificate of executed joinder to this Agreementin substantially the same form as Exhibit A attached hereto (a “Joinder”)). Any transfer or assignment of this Agreement, or of any rights, duties or obligations hereunder, made other than as provided in this Section 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder ConnectM Holders and the SponsorSponsor Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in partpart other than to a Permitted Transferee, except that (xi) each of the VG Stockholder ConnectM Holders that is an entity shall be permitted to transfer its rights hereunder as the VG Stockholder ConnectM Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such ConnectM Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such ConnectM Holder or such transferees), (yii) each of the CP Stockholder ConnectM Holders that is a natural person shall be permitted to transfer its rights hereunder as the CP Stockholder ConnectM Holders for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to one his or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), parent or sibling or any other direct lineal descendant of such ConnectM Holder (or his immediately family members and or her spouse including any life partner or similar statutorily-recognized domestic partner), (ziii) each of the Sponsor Holders that is an entity shall be permitted to transfer its rights hereunder as the Sponsor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the such Sponsor Holder (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees) and (iii) each of the Sponsor Holders that is a natural person shall be permitted to transfer its rights hereunder as the Sponsor Holders for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), parent or sibling or any other direct lineal descendant of such Sponsor Holder (or his or her spouse including any life partner or similar statutorily-recognized domestic partner). 6.2.3 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2 hereto. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period to or the extent applicable to such HolderPrivate 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; provided, that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void. 5.2.6 Notwithstanding anything appearing to the contrary in this Agreement, solely with respect to any liability or obligation of the Company arising under this Agreement, (i) no affiliate of the Company or any direct or indirect partner, member or shareholder of the Company or any affiliate of the Company (or any officer, director, agent, manager, personal representative, trustee or employee of the Company, any affiliate of the Company or any such direct or indirect partner, member or shareholder) (collectively, the “Exculpated Parties”) shall be liable for the performance or non-performance of the Company’s obligations under this Agreement, and (ii) each Holder hereby agrees to look solely to the Company and the Company’s assets for the satisfaction of any liability or obligation of the Company arising under this Agreement and further agrees not to xxx or otherwise seek to enforce any such liability or obligation of the Company with respect to any matters arising out of or in connection with this Agreement against any of the Exculpated Parties.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder and the Sponsorinitial Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder initial Holders shall be permitted to transfer its rights hereunder as the VG Stockholder initial Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Holder (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder such Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zii) 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, which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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 Holderssuccessors, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2 of this Agreement. 6.2.5 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 unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 6.1 hereof 5.1 of this Agreement 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, provided that, with respect to the VG Stockholder, the CP Stockholder Tempo Holders and the SponsorSponsors, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Tempo Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Tempo Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Tempo Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Tempo Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor Holdco shall be permitted to transfer its rights hereunder as the Sponsor Holdco to (i) one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees), (ii) any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between Sponsor Holdco (or its affiliates), on the one hand, and such third party (or its affiliates), on the other hand, or any similar arrangement relating to a financing arrangement for the benefit of Sponsor Holdco and/or its affiliates, and (iii) pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned by Sponsor Holdco and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to, or similar financing arrangement with, Sponsor Holdco and/or its affiliates. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless it is permitted under Section 5.2.2 and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, that with respect to the VG Stockholder, the CP Stockholder and the Sponsorinitial Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder initial Holders shall be permitted to transfer its rights hereunder as the VG Stockholder initial Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Holder (each, a “Member Distribution”) (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor Holder or such transferees). 6.2.3 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 Holderssuccessors, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2 of this Agreement. 6.2.5 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 unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 6.1 hereof 5.1 of this Agreement 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 execution of joinder to this Agreementa Joinder in the form of Exhibit A hereto). Any transfer or assignment made other than as provided in this Section 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderProKidney Holders, the CP Stockholder Investor Stockholders, the Director Holders, the Advisor Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder ProKidney Holders shall be permitted to transfer its rights hereunder as the VG Stockholder ProKidney Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such ProKidney Holder (it being understood that no such transfer shall reduce any rights of such ProKidney Holder or such transferees), (y) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 and any such 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 such transferees). 6.2.3 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. 6.2.4 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 6.2 hereofAgreement. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, provided that, with respect to the VG Stockholder, the CP Stockholder Xos Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Xos Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Xos Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Xos Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Xos Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Talkspace Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Talkspace Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Talkspace Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Talkspace Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Talkspace Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, no 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 in whole or in part, except part by such Holder in connection conjunction with a transfer and to the extent of any Transfer of Registrable Securities by any such Holder to a Permitted TransfereeHolder; provided, that, with respect to the VG StockholderHeramba Holders, the CP Stockholder Sponsor and the Sponsorother SPAC Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Heramba Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Heramba Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Xxxxxxx Xxxxxx (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Xxxxxxx Xxxxxx or such transferees), ) and (y) the CP Stockholder Sponsor and the other SPAC Holders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their respective rights hereunder as the Sponsor or the other SPAC Holders, as applicable, to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor or the other SPAC Holders, as applicable (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or the other SPAC Holders or such transferees). 6.2.3 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof 5.1 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 delivery of an addendum or certificate of executed joinder to this Agreementin substantially the same form as Exhibit A attached hereto (a “Joinder”)). Any transfer or assignment of this Agreement, or of any rights, duties or obligations hereunder, made other than as provided in this Section 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Clause 5.2.4 and Clause 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder's Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Sxxxxx Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Sxxxxx Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Sxxxxx Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Sxxxxx Holder (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder such Sxxxxx Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zii) 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 (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereofClause 5.2. 6.2.5 5.2.5 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 6.1 Clause 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 6.2 Clause 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder VO Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder VO Holders shall be permitted to transfer its rights hereunder as the VG Stockholder a VO Holder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such VO Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such VO Holder or such transferees), including Permitted Transferees identified in clause (i)(C) thereof, and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more of its affiliates or any direct or indirect partners, members or equity holders of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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 without the prior written consent of each Holder, and may not assigned or in part. 6.2.2 Prior to delegated by a Holder without the expiration Company's prior written consent (which consent of the Lock-up Period to the extent applicable to Company shall not unreasonably be withheld) except that without such Holder, no consent a Holder may assign any or delegate all of its rights and obligations under this Agreement to any one or more of its Affiliates or to any "accredited investor" within the meaning of Regulation D of the Commission which is not an individual; provided, further, that without the consent of the Company any Holder from time to time may grant a participation in all or part of the Note(s) of such Holder’s Holder to any Person. In the event of any assignment of all or a portion of a Note as permitted by this Section 10.10, then at the request of the transferor or transferee Holder the Company shall issue replacement Note(s) reflecting the new ownership of the Notes and shall deliver such Notes to the appropriate Holder(s) against delivery to the Company for cancellation of the Note(s) being replaced, such issuance and delivery to be at the expense of the Company. By its acceptance of any assigned or replacement Note, each Holder that is not a Purchaser shall be deemed to have accepted and agreed to the rights and obligations conferred on the Holders by this Agreement and the other Note Documents. Any assignment or delegation of rights, duties or obligations under this Agreementhereunder made by the Company without the prior written consent of each Holder, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee; provided, that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders void and of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 effect. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its their respective successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons that are not Persons other than the parties hereto, other than except as expressly set forth in this Agreement and Section 6.2 hereof. 6.2.5 No assignment by any party hereto of such party’s rights8.2, 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 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 6.2 shall be null and void9.10 or Section 9.16.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to subsection 5.2.4 and subsection 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Nuvation Holders and the SponsorSponsors, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Nuvation Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Nuvation Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Nuvation Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Nuvation Holder or such transferees), ) and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor Holdco shall be permitted to transfer its rights hereunder as the Sponsor Holdco to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless it is permitted under subsection 5.2.2 and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof 5.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderTarget Holders, the CP Stockholder Investor Stockholders, the Director Holders, the Sponsor Members and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (ziii) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior to 5.2.2 Following the expiration of the Lock-up Period to the extent 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 of Registrable Securities by such Holder to a Permitted Transferee; provided, that, with respect to the VG StockholderPeriod, the CP Stockholder and Sponsor Lock-up Period, or the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the SponsorXxxx Insiders Lock-up Period, as applicable, the rights granted to a Holder by the Company hereunder may not be transferred or assigned or delegated in whole or in part(but only with all related obligations) by a Holder only to a Permitted Transferee of such Holder; provided, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the VG Stockholder or such transfereesCompany), (y) the CP Stockholder shall be permitted 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 transfer its which such rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members are being transferred and (z) such transferee agrees in a written instrument delivered to the Sponsor shall Company to be permitted bound by and subject to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders terms and conditions of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)this Agreement. 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderAspiration Partners Holders, the CP Stockholder EarlyBird and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Aspiration Partners Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Aspiration Partners Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Aspiration Partners Holder (it being understood that no such transfer shall reduce or expand any rights of the VG Stockholder such Aspiration Partners Holder or such transferees), (y) the CP Stockholder EarlyBird shall be permitted to transfer its rights hereunder as the CP Stockholder EarlyBird to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family affiliates or any direct or indirect partners, members or equity holders of EarlyBird (it being understood that no such transfer shall reduce or expand any rights of EarlyBird or such transferees) and (z) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more of its affiliates or any direct or indirect partners, members or equity holders of the Sponsor (it being understood that no such transfer shall reduce or expand any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderTarget Holders, the CP Stockholder Investor Stockholders, the Wiggle Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (yiii) each of the CP Stockholder Wiggle Holders shall be permitted to transfer its rights hereunder as the CP Stockholder Wiggle Holders to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family affiliates or any direct or indirect partners, members or equity holders of such Wiggle Holder (it being understood that no such transfer shall reduce or multiply any rights of such Wiggle Holder or such transferees) and (ziv) 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 (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 (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. 6.2.2 Prior to the expiration of the Lock-up Period to the extent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreementdelegated, in whole or in part, except in connection with a transfer by any party hereto without the prior written consent of Registrable Securities by such Holder to a Permitted Transfereethe other party hereto; providedPROVIDED, HOWEVER, that, subject to the last sentence of this Section 10.13(a), the Purchaser may assign this Agreement and its rights, duties and obligations hereunder to any of its Affiliates without the prior written consent of the Seller; PROVIDED FURTHER, that the Purchaser may, without the prior written consent of the Seller, grant Liens in respect of its rights and interests hereunder to its lenders, and the parties hereto consent to any exercise by such lenders of their rights and remedies with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder such collateral; PROVIDED FURTHER that are personal any such grant of Liens to the VG StockholderPurchaser's lenders pursuant to the preceding proviso shall not relieve the Purchaser of its duties or obligations hereunder. Each assignee (pursuant to the terms and conditions of this Section 10.13) must agree in writing to be bound by the terms of this Agreement and each of the Purchaser Transaction Documents, if applicable, to the CP Stockholder same extent, and in the Sponsorsame manner, as applicablethe Purchaser or the transferring assignee prior to the assignment or delegation, may not be assigned or delegated in whole or in part, except that (xof this Agreement and the rights, duties and obligations hereunder to such assignee. Any purported assignment or delegation of rights, duties or obligations hereunder made in violation of this Section 10.13(a) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders void and of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)effect. 6.2.3 (b) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 their respective successors. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, Persons other than as expressly set forth in this Agreement and Section 6.2 10.13, Article VIII or Article IX hereof. 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 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 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior to the expiration of the Lock-up Period to the extent applicable to such HolderExcept as otherwise contemplated herein, no Holder Party may assign or delegate such Holder’s rights, duties its rights or obligations under this Agreement to any Person without the prior written consent of the other Parties; provided, however, that from and after the Closing the Purchaser Agent may assign all of its rights and obligations under this Agreement to (i) any one of its Affiliates, (ii) any one Purchaser, and (iii) any Person to whom any Participation Interests are transferred in compliance with the Purchase Agreement, in whole or in partany case without the consent of any other Parties; provided, except further, that, for so long as no Termination Event (other than a Termination Event in connection with a transfer Change of Registrable Securities by Control) has occurred and is continuing, the Purchaser Agent shall not assign any such Holder rights or obligations to a Permitted TransfereeDirect Competitor; and provided, further, that, in the event Purchaser Agent assigns or transfers its rights under this Agreement to a Person not an Affiliate of the Purchaser Agent, without the Seller’s consent, then the provisions set forth in this Agreement setting forth the obligation of any Purchaser to purchase any Eligible Participations and any obligation of Seller to offer any Eligible Participations for sale to any Purchaser shall be terminated, but all of the other provisions set forth in this Agreement shall survive until the final and complete payment of Collections by the Servicer to the Purchaser Parties (including any such transferees or assignees) with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, all Eligible Participations remaining as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no date of such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 assignment. 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 assigns. Nothing in this Agreement is intended or shall include Permitted Transferees. 6.2.4 This Agreement shall not be construed to confer any rights or benefits on upon any persons that are not parties hereto, Person other than as expressly set forth in this Agreement the Parties, except and Section 6.2 hereof. 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 6.1 hereof and (ii) 7.3. Notwithstanding the written agreement of the assigneeforegoing, in a form reasonably satisfactory to the Company, to each Purchaser shall be bound by the terms and provisions an intended third-party beneficiary of this Agreement (which may and each such Purchaser shall be accomplished by an addendum or certificate entitled to enforce its provisions and to avail themselves of joinder the benefits of any remedy for any breach of its provisions, all to the same extent as if such Purchasers were signatories to this Agreement). Any transfer or assignment made other than as provided , in this Section 6.2 shall be null each case by and voidthrough Purchaser Agent.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Clause 5.2.4 and Clause 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Hxxxxx's Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Sxxxxx Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Sxxxxx Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Sxxxxx Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Sxxxxx Holder (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder such Sxxxxx Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zii) 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 (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereofClause 5.2. 6.2.5 5.2.5 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 6.1 Clause 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 6.2 Clause 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Target Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Target Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Target Holder (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder such Target Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zii) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). Upon a transfer by the Sponsor pursuant to subsection (ii) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. 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. 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 6.2 hereof6.2. 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 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, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior . Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Legacy Scilex Equityholder and the SponsorSponsor Equityholders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder Legacy Scilex Equityholder shall be permitted to transfer its rights hereunder as the VG Stockholder a Legacy Scilex Equityholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder Legacy Scilex Equityholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder Legacy Scilex Equityholder or such transferees), and (y) the CP Stockholder Sponsor Equityholders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their rights hereunder as the Sponsor Equityholders to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor Equityholders (it being understood that no such transfer shall reduce any rights of the Sponsor Equityholders or such transferees). 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. 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 6.2 hereof. 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 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 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 6.4.2 Subject to Section 6.4.4 and Section 6.4.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Sponsor and the SponsorTarget Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 distribution of any Registrable Securities held by Sponsor to Sponsor Members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 6.4.3 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. 6.2.4 6.4.4 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 6.2 hereof6.4. 6.2.5 6.4.5 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 6.1 6.3 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 6.2 6.4 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Ordinary Shares Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Ordinary Shares Lock-up Period or the Private Placement Lock-up Period, that, with respect to as the VG Stockholdercase may be, the CP Stockholder and the SponsorHolder may assign or delegate such Holder’s rights, the rights hereunder that are personal to the VG Stockholderduties or obligations under this Agreement, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)transferee. 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderQuanergy Holders, Director Holders, the CP Stockholder Sponsor and the SponsorSponsor Members, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) 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 distribution of any Registrable Securities held by Sponsor to Sponsor Members (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees), (ii) each of the Quanergy Holders shall be permitted to transfer its rights hereunder as the Quanergy Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Quanergy Holder (it being understood that no such transfer shall reduce any rights of such Quanergy Holder or such transferees) and (iii) the Director Holders shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Director Holder. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderTarget Holders, the CP Stockholder Investor Stockholders, the Director Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (yiii) each of the CP Stockholder Director Holders shall be permitted to transfer its rights hereunder as the CP Stockholder Director Holders to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family affiliates or any direct or indirect partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any rights of such Director Holder or such transferees) and (ziv) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). Notwithstanding anything to the contrary herein, upon a transfer by the Sponsor pursuant to subsection (iv) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. KKCG may assign its rights hereunder, in whole or in part, in connection with a transfer of its Registrable Securities to [legal name of Valea Foundation]. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderTarget Holders, the CP Stockholder Investor Stockholders, the Director Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (ziii) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderBoxed Holders, the CP Stockholder Sponsor and the SponsorXxxxx, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xw) each of the VG Stockholder Boxed Holders shall be permitted to transfer its rights hereunder as the VG Stockholder such Boxed Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Boxed Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Boxed Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zx) 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 Permitted Transferees of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees), and (y) Xxxxx shall be permitted to transfer its rights hereunder as Xxxxx to one or more Permitted Transferees of Xxxxx (it being understood that no such transfer shall reduce any rights of Xxxxx or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderTarget Holders, the CP Stockholder Investor Stockholders, the Director Holders, the Target Founders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (yiii) each of the CP Stockholder Target Founders shall be permitted to transfer its rights hereunder as the CP Stockholder Target Founders to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family affiliates or any direct or indirect partners, members or equity holders of such Target Founder (it being understood that no such transfer shall reduce or multiply any rights of such Target Founder or such transferees) (iv) each of the Director Holders shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any rights of such Director Holder or such transferees) and (zv) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). Notwithstanding anything to the contrary herein, upon a transfer by the Sponsor pursuant to subsection (v) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that (1) immediately following such transfer of such Registrable Securities by such Holder to a Permitted Transferee; providedremain Registrable Securities, that, and (2) with respect to the VG StockholderSponsor, the CP Stockholder Director Holders and the SponsorCheche Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) 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 Sponsor, (ii) each of the Director Holders shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any rights of such Director Holder or such transferees) and (iii) each of the Sponsor Cheche Holders shall be permitted to transfer its rights hereunder as the Cheche Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Cheche Holder (it being understood that no such transfer shall reduce or multiply any rights of such Cheche Holder or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderJoby Holders, the CP Stockholder Investor Stockholders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Joby Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Joby Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Xxxx Xxxxxx (it being understood that no such transfer shall reduce any rights of such Xxxx Xxxxxx or such transferees), (y) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). Upon a transfer by the Sponsor pursuant to subsection (z) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderQuanergy Holders, Director Holders, the CP Stockholder Sponsor and the SponsorSponsor Member, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) 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 Member), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to Sponsor Member (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees), (ii) each of the Quanergy Holders shall be permitted to transfer its rights hereunder as the Quanergy Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Quanergy Holder (it being understood that no such transfer shall reduce any rights of such Quanergy Holder or such transferees) and (iii) the Director Holders shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Director Holder. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderHippo Holders, the CP Investor Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Hippo Holders shall be permitted to transfer its rights hereunder as a Hippo Holder to one or more affiliates or any direct or indirect partners, members or equity holders of such Hippo Holder (it being understood that no such transfer shall reduce any rights of such Hippo Holder or such transferees), (y) the Investor Stockholder shall be permitted to transfer its rights hereunder as the VG an Investor Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Investor Stockholder (it being understood that no such transfer shall reduce any rights of the VG Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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, which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). Upon a transfer by the Sponsor pursuant to subsection (z) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee 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 or the Private Placement Lock - up Period, that, with respect to as the VG Stockholdercase may be, the CP Stockholder and the SponsorHolder may assign or delegate such Holder’s rights, the rights hereunder that are personal to the VG Stockholderduties or obligations under this Agreement, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)transferee. 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior to the expiration of the (a) SPAC Holder Lock-up Period Up Period, with respect to the extent applicable SPAC Holder Lock-Up Ordinary Shares owned by the Founders and Union II Holders, (b) Procaps Holder Lock-Up Period, with respect to such Holderthe Ordinary Shares owned by the Procaps Holders (excluding the Alternative Lock-Up Ordinary Shares) or, (c) Alternative Lock-Up Period, with respect to the Alternative Lock-Up Ordinary Shares owned by certain Procaps Holders, as applicable, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except as permitted in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee; provided, that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the SponsorSection 5.2 or Section 5.3, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)this Agreement. 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 applicable Holders, which shall include Permitted Transferees. 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 6.2 hereof. 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 (ia) written notice of such assignment as provided in Section 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 Transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Existing Investors and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Existing Investors shall be permitted to transfer its rights hereunder as the VG Stockholder Existing Investors to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Existing Investor (it being understood that no such transfer shall reduce any rights of the VG Stockholder such equity holders of such Existing Investor or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 and any such 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 such transferees). 6.2.3 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. 6.2.4 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 6.2 hereofAgreement. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 6.3.1 This Agreement and the rights, duties and obligations of the Company New PubCo hereunder may not be assigned or delegated by the Company New PubCo in whole or in part. 6.2.2 Prior 6.3.2 Subject to Section 6.3.4 and Section 6.3.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, Sponsor may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 distribution of any Registrable Securities held by the Sponsor to Sponsor Members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 6.3.3 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 the permitted assigns and transferees of the Holders, which shall include Permitted Transferees. 6.2.4 6.3.4 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 6.2 hereof6.3. 6.2.5 6.3.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company New PubCo unless and until the Company New PubCo shall have received (i) written notice of such assignment as provided in Section 6.1 6.2 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyNew PubCo, 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 of this Agreement or any rights, duties or obligations hereunder made other than as provided in this Section 6.2 6.3 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Target Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Target Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Target Holder (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder such Target Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zii) 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 member of the Sponsor), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderAspiration Partners Holders, EarlyBird, the CP Stockholder Oaktree Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xw) each of the VG Stockholder Aspiration Partners Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Aspiration Partners Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Aspiration Partners Holder (it being understood that no such transfer shall reduce or expand any rights of the VG Stockholder such Aspiration Partners Holder or such transferees), (x) EarlyBird shall be permitted to transfer its rights hereunder as EarlyBird to one or more affiliates or any direct or indirect partners, members or equity holders of EarlyBird (it being understood that no such transfer shall reduce or expand any rights of EarlyBird or such transferees), (y) each of the CP Stockholder Oaktree Holders shall be permitted to transfer its rights hereunder as the CP Stockholder Oaktree Holders to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family affiliates or direct or indirect partners, members or equity holders of such Oaktree Holder (it being understood that no such transfer shall reduce or expand any rights of such Oaktree Holder or such transferees) and (z) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more of its affiliates or any direct or indirect partners, members or equity holders of the Sponsor (it being understood that no such transfer shall reduce or expand any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderSoFi Holders, the CP Stockholder Investor Stockholders, the Director Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder SoFi Holders shall be permitted to transfer its rights hereunder as the VG Stockholder SoFi Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such SoFi Holder (it being understood that no such transfer shall reduce any rights of such SoFi Holder or such transferees), (y) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderBoxed Holders, the CP Stockholder Sponsor and the SponsorXxxxx, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xw) each of the VG Stockholder Boxed Holders shall be permitted to transfer its rights hereunder as the VG Stockholder such Boxed Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Boxed Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Boxed Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zx) 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 Permitted Transferees of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees), and (y) Xxxxx shall be permitted to transfer its rights hereunder as Xxxxx to one or more Permitted Transferees of Xxxxx (it being understood that no such transfer shall reduce any rights of Xxxxx or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Xxxxxx’s Permitted TransfereeTransferees; provided, that, with respect to the VG StockholderJoby Holders, the CP Stockholder Investor Stockholders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Joby Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Joby Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Xxxx Xxxxxx (it being understood that no such transfer shall reduce any rights of such Xxxx Xxxxxx or such transferees), (y) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). Upon a transfer by the Sponsor pursuant to subsection (z) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor Managers. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Ouster Holders and the SponsorSponsor and the Sponsor Members, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Ouster Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Ouster Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Ouster Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Ouster Holder or such transferees), ) and (y) the CP Stockholder Sponsor and the Sponsor Members shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their respective rights hereunder as the Sponsor and Sponsor Members to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor or the Sponsor Members (it being understood that no such transfer shall reduce any rights of the Sponsor or the Sponsor Members or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that (1) immediately following such transfer of such Registrable Securities by such Holder to a Permitted Transferee; providedremain Registrable Securities, that, and (2) with respect to the VG StockholderSponsor, the CP Stockholder Director Holders and the SponsorTransfix Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) 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 Sponsor, (ii) each of the Director Holders shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any rights of such Director Holder or such transferees) and (iii) each of the Sponsor Transfix Holders shall be permitted to transfer its rights hereunder as the Transfix Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Transfix Holder (it being understood that no such transfer shall reduce or multiply any rights of such Transfix Holder or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof6.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 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, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior to the expiration of the (a) SPAC Holder Lock-up Period Up Period, with respect to the extent applicable SPAC Holder Lock-Up Ordinary Shares owned by the Founders and Union II Holders, (b) Procaps Holder Lock-Up Period, with respect to such Holderthe Ordinary Shares owned by the Procaps Holders (excluding the Alternative Lock-Up Ordinary Shares) or, (c) Alternative Lock-Up Period, with respect to the Alternative Lock-Up Ordinary Shares owned by Procaps Holders, as applicable, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except as permitted in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee; provided, that, with respect to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the SponsorSection 5.2 or Section 5.3, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)this Agreement. 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 applicable Holders, which shall include Permitted Transferees. 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 6.2 hereof. 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 (ia) written notice of such assignment as provided in Section 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 Transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Clause 5.2.4 and Clause 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Xxxxxx’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Xxxxxx Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Xxxxxx Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Xxxxxx Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Xxxxxx Holder (it being understood that no such transfer shall reduce or multiply any rights of the VG Stockholder such Xxxxxx Holder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zii) 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 (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereofClause 5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 Clause 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 6.2 Clause 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, no 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 in whole or in part, except part by such Holder in connection conjunction with a transfer and to the extent of any Transfer of Registrable Securities by any such Holder to a Permitted TransfereeHolder; provided, that, with respect to the VG StockholderFlybondi Holders, the CP Stockholder Sponsor and the Sponsorother SPAC Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Flybondi Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Flybondi Holders to one or more affiliates or any any, direct or indirect indirect, partners, limited partners, members or equity holders of the VG Stockholder such Flybondi Holder (or of such direct or indirect holder, it being understood that no such transfer shall reduce any rights of the VG Stockholder such Flybondi Holder or such transferees), ) and (y) the CP Stockholder Sponsor and the other SPAC Holders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their respective rights hereunder as the Sponsor or the other SPAC Holders, as applicable, to one or more of their respective affiliates or any any, direct or indirect indirect, partners, limited partners, members or equity holders of the Sponsor or the other SPAC Holders, as applicable (or of such direct or indirect holder, it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or the other SPAC Holders or such transferees). 6.2.3 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof6.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 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 delivery of an addendum or certificate of executed joinder to this Agreementin substantially the same form as Exhibit A attached hereto (a “Joinder”)). Any transfer or assignment of this Agreement, or of any rights, duties or obligations hereunder, made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, provided that, with respect to the VG Stockholder, the CP Stockholder Legacy Company Holders and the SponsorSponsors, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Legacy Company Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Legacy Company Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Legacy Company Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Legacy Company Holder or such transferees), ) and (y) each of the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor Sponsors shall be permitted to transfer its rights hereunder as the Sponsor Holdco to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless it is permitted under Section 5.2.2 and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 This Subject to Section 5.02(b) and Section 5.02(c), 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 or the Holders of Registrable Securities, as the case may be, in whole or in part. 6.2.2 . Prior to the expiration of the Lockapplicable lock-up period, no Holder subject to any such lock-up Period to the extent applicable to such Holder, no Holder may assign or delegate such HolderXxxxxx’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; provided, that, with respect Transferee but only if such Permitted Transferee agrees to become bound by the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated transfer restrictions set forth in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). 6.2.3 this Agreement. 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 (i) Permitted Transferees. 6.2.4 Transferees and (ii) any transferee of all of the Registrable Securities of a Holder. 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 6.2 5.02 hereof. 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 6.1 5.01 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 AgreementAgreement in the form set forth in Exhibit A hereto). Any transfer or assignment made other than as provided in this Section 6.2 5.02 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderSponsor, the CP Stockholder KVSB Holders and the SponsorTarget Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates 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 distribution of any Registrable Securities held by the Sponsor to Sponsor Members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees), (ii) each of the KVSB Holders shall be permitted to transfer its rights hereunder as the KVSB Holders to one or more Affiliates or any direct or indirect partners, members or equity holders of such KVSB Holder (it being understood that no such transfer shall reduce or multiply any rights of such KVSB 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 rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor’s managing member(s) in accordance with the Sponsor’s limited liability company agreement (as amended). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, no 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 in whole or in part, except part by such Holder in connection conjunction with a transfer and to the extent of any Transfer of Registrable Securities by any such Holder to a Permitted TransfereeHolder; provided, that, with respect to the VG StockholderFilament Holders, the CP Stockholder Sponsor and the Sponsorother SPAC Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Filament Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Filament Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Filament Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Filament Holder or such transferees), ) and (y) the CP Stockholder Sponsor and the other SPAC Holders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their respective rights hereunder as the Sponsor or the other SPAC Holders, as applicable, to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor or the other SPAC Holders, as applicable (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or the other SPAC Holders or such transferees). 6.2.3 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof 5.1 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 delivery of an addendum or certificate of executed joinder to this Agreementin substantially the same form as Exhibit A attached hereto (a “Joinder”)). Any transfer or assignment of this Agreement, or of any rights, duties or obligations hereunder, made other than as provided in this Section 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee 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 or the Private Placement Lock-up Period, that, with respect to as the VG Stockholdercase may be, the CP Stockholder and the SponsorHolder may assign or delegate such Holder’s rights, the rights hereunder that are personal to the VG Stockholderduties or obligations under this Agreement, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees)transferee. 6.2.3 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. 6.2.4 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 this Section 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderTarget Holders, the CP Stockholder Investor Stockholders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Target Holders shall be permitted to transfer its rights hereunder as the VG Stockholder 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), (ii) each of the VG Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of the VG such Investor Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (ziii) 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 Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, provided that, with respect to the VG Stockholder, the CP Stockholder H2B2 Holders and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder H2B2 Holders shall be permitted to transfer its rights hereunder as the VG Stockholder H2B2 Holders to (i) one (1) or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such H2B2 Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such H2B2 Holder or such transferees), (yii) any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between such H2B2 Holder (or its affiliates), on the CP Stockholder shall be permitted one hand, and such third party (or its affiliates), on the other hand, or any similar arrangement relating to transfer a financing arrangement for the benefit of such H2B2 Holder and/or its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members affiliates, and (ziii) pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned by such H2B2 Holder and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to, or similar financing arrangement with, such H2B2 Holder and/or its affiliates, and (y) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to (i) one (1) or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees), (ii) any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between the Sponsor (or its affiliates), on the one hand, and such third party (or its affiliates), on the other hand, or any similar arrangement relating to a financing arrangement for the benefit of the Sponsor and/or its affiliates, and (iii) pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned by the Sponsor and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to, or similar financing arrangement with, the Sponsor and/or its affiliates. 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless it is permitted under Section 5.2.2 and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void, ab initio.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder’s Permitted Transferees to which it transfers Registrable Securities by such Holder to a Permitted TransfereeSecurities; provided, that, provided that with respect to the VG StockholderSponsor, the CP Stockholder Director Holders and the SponsorTarget Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (zi) 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 distribution of any Registrable Securities held by Sponsor to Sponsor Members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees), and (ii) each of the Target Holders shall be permitted to transfer its rights hereunder as the Target Holders to one or more affiliates of such Target Holder 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 rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent of the Sponsor’s board of managers in accordance with the Sponsor’s operating agreement. 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. 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 6.2 hereof6.2. 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 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, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, provided that with respect to the VG Stockholder, the CP Stockholder Legacy RMC Equityholders and the SponsorSponsor Equityholders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder Legacy RMC Equityholders shall be permitted to transfer its rights hereunder as the VG Stockholder a Legacy RMC Equityholders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder Legacy RMC Equityholders (it being understood that no such transfer shall reduce any rights of the VG Stockholder Legacy RMC Equityholders or such transferees), and (y) the CP Stockholder Sponsor Equityholders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their rights hereunder as the Sponsor Equityholders to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor Equityholders (it being understood that no such transfer shall reduce any rights of the Sponsor Equityholders or such transferees). 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. 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 6.2 hereof. 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 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 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder ICI Holders and the SponsorSponsor and the Sponsor Members, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder ICI Holders shall be permitted to transfer its rights hereunder as the VG Stockholder ICI Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such ICI Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such ICI Holder or such transferees), ) and (y) the CP Stockholder Sponsor and the Sponsor Members shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its their respective rights hereunder as the Sponsor and Sponsor Members to one or more of their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor or the Sponsor Members (it being understood that no such transfer shall reduce any rights of the Sponsor or the Sponsor Members or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, that, with respect to the VG Stockholder, the CP Stockholder Initial Holders and the SponsorCHC Holders, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (xi) each of the VG Stockholder Initial Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Initial Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Initial Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Initial Holder or such transferees), ) and (yii) each of the CP Stockholder CHC Holders shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor CHC Holders to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor such CHC Holder (it being understood that no such transfer shall reduce any rights of the Sponsor such CHC Holder or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 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. 6.2.2 Prior . Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, provided that, with respect to the VG Stockholder, the CP Stockholder Spectaire Holders and the SponsorSponsors, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Spectaire Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Spectaire Holders to (i) one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Spectaire Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Spectaire Holder or such transferees), (ii) any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between such Spectaire Holder (or its affiliates), on the one hand, and such third party (or its affiliates), on the other hand, or any similar arrangement relating to a financing arrangement for the benefit of such Spectaire Holder and/or its affiliates, and (iii) pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned by such Spectaire Holder and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to, or similar financing arrangement with, such Spectaire Holder and/or its affiliates, and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor Holdco shall be permitted to transfer its rights hereunder as the Sponsor Holdco to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees). 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. 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 6.2 hereof. 6.2.5 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 it is permitted under Section 5.2.2 and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void, ab initio.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, New Holder Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, thatthe Insider Letter, with respect the Private Placement Units Subscription Agreement and other applicable agreements (but only to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no extent such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transfereesHolder is a party thereto). 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, New Holder Lock-up Period to or the extent applicable to such HolderPrivate 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; providedTransferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, thatthe Insider Letter, with respect the Private Placement Units Subscription Agreements and other applicable agreements (but only to the VG Stockholder, the CP Stockholder and the Sponsor, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, may not be assigned or delegated in whole or in part, except that (x) the VG Stockholder shall be permitted to transfer its rights hereunder as the VG Stockholder to one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder (it being understood that no extent such transfer shall reduce any rights of the VG Stockholder or such transferees), (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) 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 (it being understood that no such transfer shall reduce any rights of the Sponsor or such transfereesHolder is a party thereto). 6.2.3 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. 6.2.4 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 6.2 5.2 hereof. 6.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 6.2.1 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. 6.2.2 Prior 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the Lock-up Period to the extent applicable to such Holder, 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 part to such Holder to a Holder’s Permitted TransfereeTransferees; provided, provided that, with respect to the VG Stockholder, the CP Stockholder Spectaire Holders and the SponsorSponsors, the rights hereunder that are personal to the VG Stockholder, the CP Stockholder and the Sponsor, as applicable, such Holders may not be assigned or delegated in whole or in part, except that (x) each of the VG Stockholder Spectaire Holders shall be permitted to transfer its rights hereunder as the VG Stockholder Spectaire Holders to (i) one or more affiliates or any direct or indirect partners, members or equity holders of the VG Stockholder such Spectaire Holder (it being understood that no such transfer shall reduce any rights of the VG Stockholder such Spectaire Holder or such transferees), (ii) any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between such Spectaire Holder (or its affiliates), on the one hand, and such third party (or its affiliates), on the other hand, or any similar arrangement relating to a financing arrangement for the benefit of such Spectaire Holder and/or its affiliates, and (iii) pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned by such Spectaire Holder and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan to, or similar financing arrangement with, such Spectaire Holder and/or its affiliates, and (y) the CP Stockholder shall be permitted to transfer its rights hereunder as the CP Stockholder to one or more entities owned solely by Xxxxxxx Xxxxxxxxxxxx and/or his immediately family members and (z) the Sponsor Holdco shall be permitted to transfer its rights hereunder as the Sponsor Holdco to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees). 6.2.3 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. 6.2.4 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 6.2 hereof5.2. 6.2.5 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 unless it is permitted under Section 5.2.2 and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 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 6.2 5.2 shall be null and void, ab initio.