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

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

Assignment; No Third Party Beneficiaries. 5.2.1 6.8.1 This Investor Rights Agreement and the rights, duties and obligations of the Company any party hereunder may not be assigned or delegated by the Company any party in whole or in partpart other than as expressly set forth in this Section 6.8. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no 6.8.2 A Holder may assign or delegate such Holder’s rights, duties rights or obligations under this Investor Rights Agreement, in whole or in part, except to (a) up to five (5) Permitted Transferees (provided, that in connection with a transfer the case of Registrable Securities by such Holder to a Permitted Transferee but only if rights or obligations under Article II, such Permitted Transferee assumes must also be an Affiliate of such Holder’s ), without the consent of any other party hereto; and (b) to any other Person with the prior written consent of PubCo (and, in the case of rights and or obligations under Article II, each of the Principal Holders that, as of the date as of such assignment or delegation, has the right to designate a person to the Board pursuant to Section 2.1). For the avoidance of doubt, no transferee shall be entitled to any such rights or obligations under this Investor Rights Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as unless such Holder has transferred Equity Securities to such transferee in accordance with respect to the transferred Registrable Securitiesthis Investor Rights Agreement. 5.2.3 6.8.3 This Investor Rights Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.8.4 This Investor Rights 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 2.1.9, 2.1.10, 5.1 and Section 5.2 6.7 hereof). 5.2.5 6.8.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the applicable terms and provisions of this Investor Rights Agreement (which may be accomplished by an addendum or certificate of joinder to this Investor Rights Agreement). . 6.8.6 Any transfer or assignment made other than as provided in this Section 5.2 6.8 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Subject to the terms and conditions of the Indenture, any contractual restrictions on transfer and compliance with applicable securities laws, at any time prior to the redemption, exchange, maturity or repurchase of a given Note, this Agreement and the rights, duties and obligations hereunder conferred to the Holder of the Company hereunder such Note may not be freely assigned or delegated by the Company such Holder in whole or in part. 5.2.2 Prior conjunction with and to the expiration extent of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate any transfer of such Note by such Holder’s rights, duties or obligations under this Agreement. Any such transferee of a Note (to the extent not an Initial Holder) (a “Subsequent Holder”) shall, in whole or in part, except in connection with a transfer of order for such Subsequent Holder’s Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, be included in form and substance reasonably acceptable any Registration Statement filed pursuant to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect furnish to the transferred Registrable Securities. 5.2.3 Company a completed Holder Questionnaire, either (i) prior to or in connection with an exchange of Notes by such Subsequent Holder or (ii) within the timeframe required under Section 3.3.1 hereof. This Agreement, or any purported assignment or delegation hereof, shall not confer any rights or benefits upon any Subsequent Holder who fails to comply with Section 3.3.1 hereof or this Section 6.1. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties parties, including each Subsequent Holder who becomes party hereto from time to time in accordance with this Section 6.1. Notwithstanding the foregoing and its successors and for the permitted assigns avoidance of the Holdersdoubt, which shall include Permitted Transferees. 5.2.4 This this Agreement shall not confer any rights or benefits upon (i) an Initial Holder or any Subsequent Holder of a Note that is redeemed or repurchased by the Partnership, repaid at final maturity or, prior to the Effective Time, exchanged for Ordinary Shares, or (ii) any person or entity to whom an Initial Holder or any Subsequent Holder transfers shares of Class A Common Stock that are issued and outstanding. This Agreement and the rights, duties and obligations of the Company and the Partnership hereunder may not be assigned or delegated by the Company or the Partnership in whole or in part. This Agreement is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 Article V hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void6.1.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the lock-up period in the applicable Founder Shares and CAVU Shares Lock-up AgreementUp Period or the Private Placement and CAVU Warrants Lock-Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits Insider Letter and obligations hereunder as such Holder with respect to the transferred Registrable Securitiesother applicable agreements. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to . This Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or obligations under delegated by a holder of Registrable Securities to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least 400,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (including shares of Common Stock issuable upon exercise of Private Warrants); or (d) is an entity affiliated by common control (or other related entity) with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement, Agreement in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 hereof. 5.2.5 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 , other than with the written consent of Holders representing a majority-in-interest of the Registrable Securities. Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementPeriod or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HoldersHolder or of any assignee of the Holder, which shall include Permitted Transferees. 5.2.4 . This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 hereof. 5.2.5 7.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 7.2 shall be null and void.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no 6.2.2 A Holder may assign Transfer or delegate such Holder’s rights, duties or obligations under this Agreementassign, in whole or from time to time in part, except in connection with a transfer of Registrable Securities by such Holder to a one or more Permitted Transferee but only if such Permitted Transferee assumes such Holder’s Transferees, its rights and obligations under this Agreement and such rights will be Transferred to such transferee effective upon itsreceipt by the Company of (A) written notice from such Holder stating the name and address of the transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being Transferred and the nature of the rights so Transferred), his or her execution and delivery (B) except in the case of a joinder agreementTransfer to an existing Holder, in form and substance reasonably acceptable to the Company agreeing a written agreement from such transferee to be bound by the terms and conditions of this Agreement as if such person were Agreement. A transferee of Registrable Securities who satisfies the conditions set forth in this subsection 6.2.2 shall henceforth be a Holder party hereto; whereupon such person will be treated “Holder” for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement (and the rights, duties rights and obligations of the Company hereunder may either party under this Agreement) shall not be assignable by Licensee without the prior written consent of Licensor; provided, that the rights of Licensee may be assigned or delegated by the Company (in whole or in part. 5.2.2 Prior ), without the consent of Licensor: (a) to the expiration one or more corporations all of the lock-up period outstanding capital stock of which is owned or controlled by Licensee or to one or more general or limited partnerships or limited liability companies owned or controlled by Licensee or the members of Licensee, the assignee agrees to be bound by the terms of this Agreement in form and substance reasonably satisfactory to Licensor; (b) for collateral purposes, to any person providing financing to Licensee or its Affiliates; or (c) to any third party to which all of Licensee’s equity is transferred or to which Licensee transfers all or substantially all of its assets or the Business, provided that in the applicable Lock-up Agreementcase of this clause (c), no Holder may assign or delegate prior to such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer assignment Licensee delivers to Licensor the written agreement of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementassignee, in form and substance reasonably acceptable to the Company Licensor, agreeing to be bound by the terms and conditions of this Agreement; provided, however, that in connection with any assignment under subpart (c) Licensor’s consent shall be required, in its sole discretion, prior to any assignment or transfer of this Agreement to a Competitor of Licensor. For purposes hereof, a “Competitor of Licensor” shall mean a business which generates either (i) $10 Million or more of revenue or (ii) an amount equal to more than 25% of its revenue, from the sale of services or products that are substantially the same as if the services or products then being offered by Licensor or any of its Affiliates. No such person were a Holder party hereto; whereupon such person will assignment shall relieve Licensee of its obligations hereunder. Any assignment in violation of this Section 10.5 shall be treated for all purposes of null, void and without effect. Licensor may assign this Agreement, with the same rightsand any of its rights under this Agreement, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit may delegate any of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in duties under this Agreement and Section 5.2 hereof. 5.2.5 No assignment by to any third party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate to which it transfers the Company unless and until the Company shall have received (i) written notice of Marks provided that prior to such assignment as provided in Section 5.1 hereof and (ii) Licensor delivers to Licensee the written agreement of the assignee, in a form reasonably satisfactory to the Company, such assignee agreeing to be bound by the terms and provisions of this Agreement. This Agreement (which may shall be accomplished by an addendum or certificate binding upon and inure solely to the benefit of joinder to the parties hereto and their successors and permitted assigns. Nothing in this Agreement). Any transfer , expressed or assignment made implied, is intended or shall be construed to confer upon any Person other than as provided in the parties and successors and assigns permitted by this Section 5.2 shall be null and void10.5 any right, remedy or claim under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the lock-up period in the applicable Alignment Shares Lock-up AgreementPeriod or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes Transferee. For the avoidance of doubt, following the expiration of the Alignment Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, any Holder may assign or delegate such Holder’s rights and rights, duties or obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementAgreement, in form and substance reasonably acceptable whole or in part, to the Company agreeing to be bound by the terms and conditions a transferee of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, Registrable Securities in connection with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiestransfer. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than persons entitled to indemnification, contribution or reimbursement under Article IV or as expressly set forth in this Agreement and this Section 5.2 hereof6.2. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, duties interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of Parent without the Company’s prior consent; provided, however, that no assignment shall release Parent of its obligations hereunder. This Agreement is not intended to, and will not, confer upon any Person other than the parties hereto any rights or remedies hereunder, except (a) as set forth in or contemplated by the terms and provisions of Section 5.8; (b) unless and until the Effective Time shall have occurred, for the right of holders of Shares (including Restricted Stock), holders of Options, holders of Restricted Stock Units, and holders of Performance Stock Units, as applicable, to pursue claims for damages and other relief, including equitable relief, for any breach of this Agreement by Parent or Merger Sub (including based on loss of the economic benefits of the Transactions to the holders of Company hereunder may not Securities based on the consideration that would have otherwise been payable to such holders, the loss of market value or decline in the stock price of Company Common Stock or otherwise); and (c) from and after the Effective Time, the rights of holders of Shares (including Restricted Stock), holders of Options, holders of Restricted Stock Units, and holders of Performance Stock Units, as applicable, to receive the consideration set forth in Article 1; provided, however, that the rights granted pursuant to clause (b) of this Section 8.6 will only be assigned or delegated enforceable on behalf of holders of Company Common Stock (including Restricted Stock), holders of Options, holders of Restricted Stock Units and holders of Performance Stock Units, as applicable, by the Company in whole its sole and absolute discretion, it being understood and agreed that any and all interests in such claims will attach to such Shares and subsequently transfer therewith and, consequently, any damages, settlements, or other amounts recovered or received by the Company with respect to such claims (net of expenses incurred by the Company in part. 5.2.2 Prior to the expiration of the lock-up period connection therewith) may, in the applicable Lock-up AgreementCompany’s sole and absolute discretion, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreementbe (i) distributed, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable the Company to the Company agreeing to be bound holders of Shares of record as of any date determined by the terms and conditions of this Agreement as if such person were a Holder party heretoCompany; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) retained by the written agreement Company for the use and benefit of the assignee, Company on behalf of its shareholders in a form reasonably satisfactory to any manner the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and voidCompany deems fit.

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

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 Subject to the terms and conditions of the Indenture, any contractual restrictions on transfer and compliance with applicable securities laws, at any time prior to the redemption, exchange, maturity or repurchase of a given Note, this Agreement and the rights, duties and obligations hereunder conferred to the Holder of such Note or any other person who beneficially owns Registrable Securities shall inure to the benefit of and be binding upon its successors, assignees and transferees, including, without the need for an express assignment, a Subsequent Holder. Any such successor, assignee or transferee of a Note (to the extent not an Initial Holder) (including any transferee that has a beneficial interest in any Registrable Security in book-entry form, a “Subsequent Holder”) shall, in order for the Registrable Securities beneficially owned by such Subsequent Holder, to be included in any Registration Statement filed pursuant to the terms of this Agreement, furnish to the Company a completed Holder Questionnaire, either (i) prior to or in connection with an exchange of Notes by such Subsequent Holder in accordance with the Indenture or (ii) within the timeframe required under Section 3.3.1 hereof or (iii) in accordance with Section 2.2 or (iv) in accordance with Section 2.3 hereof. Notwithstanding the foregoing and for the avoidance of doubt, this Agreement shall not confer any rights or benefits upon (i) an Initial Holder or any Subsequent Holder of a Note that is redeemed or repurchased by the Partnership, repaid at final maturity or, prior to the Effective Time, exchanged for Ordinary Shares, or (ii) any person or entity to whom an Initial Holder or any Subsequent Holder transfers shares of Class A Common Stock that are issued and outstanding and are not Registrable Securities. This Agreement and the rights, duties and obligations of the Company and the Partnership hereunder may not be assigned or delegated by the Company or the Partnership in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure is not intended to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 Article V hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void6.1.

Assignment; No Third Party Beneficiaries. 5.2.1 7.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their respective successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties party hereto, other than as expressly set forth in Section 4 and this Section 7.2. 7.2.2 The rights of an Investor under this Agreement with respect to such Investor’s Registrable Securities may be transferred or assigned by such Investor only to a transferee who acquires such Investor’s Registrable Securities; provided that such transferee must execute and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate deliver to the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written a properly completed agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which an “Addendum Agreement”), and the transferor shall have delivered to the Company no later than thirty days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. 7.2.3 Any holder of two percent (2%) or more of the then-outstanding Company Class A Common Shares may, upon the written consent of the Company, become a party to this Agreement by executing and delivering a joinder agreement, in form and substance satisfactory to the Company, and thereafter shall be deemed an “Investor” for all purposes hereunder. Additionally, Xxxx Spark, Xxxxxx Xxxxxxxx and any executive officer of the Target may become party to this Agreement by executing and delivering a joinder agreement, in form and substance satisfactory to the Company, and thereafter shall be accomplished deemed a “Target Party” for all purposes hereunder. No action or consent by an addendum or certificate of the Investors shall be required for such joinder to this Agreement). Any transfer or assignment made other than Agreement by such additional Investor, so long as provided such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 7.2.4 The execution of an Addendum Agreement shall constitute a permitted amendment of this Section 5.2 Agreement and the party executing such Addendum Agreement shall be null and voiddeemed to be an “Investor” with respect to Registrable Securities held by such party for all purposes hereunder.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to part less the expiration Company first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Investors holding a majority-in-interest of the lock-up period in Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or obligations under this Agreement, delegated by such holder of Registrable Securities in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and parties, to the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Section 6.2. Any additional holder of Registrable Securities may become party to this Agreement by executing and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate delivering a joinder to the Company unless and until the Company shall have received (i) written notice of such assignment as provided Investors in Section 5.1 hereof form and (ii) the written agreement of the assignee, in a form substance reasonably satisfactory to the Company.” (u) Section 6.3 of the Original Agreement is hereby amended to delete the address of the Company and provide that the following address shall be used for notices to Pubco or the Company thereunder: If to Pubco or the Company to: NWTN Inc. Xx.00 Xx Xxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Attn: Baoji Su Telephone No.: +00 000-00000000 Email: xx@xxxxxxxxxxxx.xxx with a copy (which will not constitute notice) to: Linklaters LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Facsimile No.: +0 000 000 0000 Telephone No.: +0 000 000 0000 and a copy to: Linklaters LLP 00xx Xxxxx, Xxxxxxxxx Xxxxx Xxxxxx Xxxx Xxxx Xxxx SAR Facsimile No.: +000 0000 0000 Telephone No.: +000 0000 0000 (v) Section 6.8 of the Original Agreement is hereby amended by adding the following sentence after the first sentence in Section 6.8: “The use of the word “including”, “include” or “includes” in this Agreement shall be by way of example rather than by limitation, and shall be deemed in each case to be bound followed by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and voidwords “without limitation”.”

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

Assignment; No Third Party Beneficiaries. 5.2.1 This (a) 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. 5.2.2 (b) Prior to the expiration of the lock-up period in the applicable Lock-up AgreementPeriod, no Holder subject to any such Lock-up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-up Period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include (i) Permitted TransfereesTransferees and (ii) any transferee of all of the Registrable Securities of a Holder. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.02 hereof. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 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 5.2 5.02 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This (a) Subject to 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. 5.2.2 (b) Prior to the expiration of the lock-up period in the applicable Lock-up AgreementPeriod, no Holder subject to any such Lock-up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-up Period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include (i) Permitted Transferees.Transferees and (ii) any transferee of all of the Registrable Securities of a Holder. ​ 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.02 hereof. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 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 Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.02 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (i) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 (ii) Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementPeriod or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes 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, as the case may be, the Holder may assign or delegate such Holder’s rights and rights, duties or obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementAgreement, in form and substance reasonably acceptable whole or in part, to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiesany transferee. 5.2.3 (iii) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 (iv) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 (v) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations (a) Any member of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder Holders Group may assign or delegate such Holder’s rights, duties or obligations its rights under this Agreement, in whole or in part, except Agreement (but only with all related obligations) in connection with a transfer of Registrable Securities Common Shares held by it to any Affiliate or any other member of the Holders Group or their Affiliates, provided, however, that (i) such Holder transferor must remain party hereto in respect of any Common Shares, as applicable, remaining held by it and (ii) the transferee to which the assignment is being made has delivered to the Company a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights written acknowledgment and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, agreement in form and substance reasonably acceptable satisfactory to the Company agreeing to that such transferee will be bound by, and will be a party to, this Agreement. Except as aforesaid, this Agreement shall not be assigned by (x) any Holder, or any transferee of such Holder to whom rights were assigned pursuant to this Section 6.6(a), without the terms and conditions prior written consent of the Company or (y) the Company without the prior written consent of the Holders. (b) Any member or members of the Holders Group may assign its or their rights under Section 3.1 of this Agreement as if such person were (but only with all related obligations) in connection with a Holder party hereto; whereupon such person will be treated for all purposes transfer of this AgreementCommon Shares held by it or them to any third party, with the same rightsprovided, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holdershowever, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice such transfer shall represent a transfer of such assignment as provided 10% or more of the issued and outstanding Common Shares to a single transferee or a group of transferees acting jointly or in Section 5.1 hereof concert; and (ii) eachsuch transferee to which the assignment is being made has delivered to the Company a written acknowledgment and agreement of the assignee, in a form and substance reasonably satisfactory to the Company, to Company that such transferee will be bound by the terms by, and provisions of will be a party to, this Agreement. Except as aforesaid, this Agreement shall not be assigned by (which may be accomplished by an addendum x) any Holder, or certificate any transferee of joinder such Holder to whom rights were assigned pursuant to this AgreementSection 6.6(b). Any transfer , without the prior written consent of the Company or assignment made other than (y) the Company without the prior written consent of the Holders. (c) Except as provided in Article 3 of Schedule A with respect to indemnification, this Section 5.2 Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall be null and voidconfer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to , unless the expiration Company first provides Investors holding Registrable Securities at least ten (10) business days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless the Investors holding a majority-in-interest of the lock-up period in Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of an Investor holding Registrable Securities hereunder may be freely assigned or obligations under this Agreement, delegated by such Investor in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if Investor which is not prohibited by such Permitted Transferee assumes such HolderInvestor’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party heretoLock-Up Agreement; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons provided that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or assignment made holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as provided expressly set forth in Article 4 and this Section 5.2 shall be null and void6.1.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company Pubco hereunder may not be assigned or delegated by the Company Pubco in whole or in part. 5.2.2 . Prior to the expiration of the applicable lock-up period set forth in the applicable Sponsor Parties Lock-up Up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon itshis, his her or her its execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company Pubco, agreeing to be bound by the terms and conditions of this Agreement as if such person Person were a Holder party hereto; , whereupon such person Person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 . No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Pubco unless and until the Company Pubco shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form and substance reasonably satisfactory acceptable to the CompanyPubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. (b) This Agreement shall be for the sole benefit of the parties hereto and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the parties hereto and their respective successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto acting as partners or participants in a joint venture.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations rights of the Company Parties hereunder may not not, except as set forth in this Section 14.2, be assigned or delegated without the prior written consent of (i) the Buyer Companies, in the case of any attempted assignment by the Company Seller, or (ii) the Seller, in the case of any attempted assignment by the Buyer Companies, and will be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 14.2 shall be void. The Buyer Companies may make the following assignments in their sole discretion: (x) the Buyer Companies may (at any time prior to the First Closing) assign, in whole or in part. 5.2.2 Prior , their rights and obligations pursuant to this Agreement to one or more of their Affiliates (including Affiliates which may be organized subsequent to August 2, 2007) so long as such assignment would not substantially delay or be likely to cause the rejection of the requisite regulatory approvals; (y) the Buyer Companies may assign their rights under this Agreement for collateral security purposes to any lenders providing financing to the expiration Buyer Companies or any of their Affiliates; and (z) the lock-up period in the applicable Lock-up Agreement, no Holder Buyer Companies may assign or delegate such Holder’s rights, duties or obligations their rights under this Agreement, in whole or in part, except to any subsequent purchaser of the Assets; provided, however, no such assignment shall release the Buyer Companies of any of their obligations hereunder unless the Seller shall otherwise consent. The Seller may assign, in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s whole or in part, its rights and obligations under pursuant to this Agreement upon itsto one or more of its shareholders or to a trust or other entity owned or controlled by one or more of its shareholders, his or her execution and delivery provided, however, that no such assignment shall release the Seller from any of a joinder agreement, in form and substance reasonably acceptable its obligations hereunder unless the Buyer Companies shall otherwise consent. A Party making any assignment hereunder shall provide prior notice thereof to the Company agreeing to be bound by the terms and conditions of other Parties. Neither this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreementnor any other Transaction Document is intended, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof or shall be binding upon and shall inure construed, deemed or interpreted, to the benefit of each of the parties and its successors and the confer on any Person not a party hereto or thereto (or a permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer assignee thereof) any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofremedies hereunder or thereunder. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 (b) Prior to the expiration of the lock-up period in the applicable Business Combination Lock-up AgreementPeriod or the Private Placement Lock‑up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes Transferee. (c) Subject to Section 5.02(b), a Holder may assign or delegate such Holder’s rights and rights, duties or obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementAgreement, in form whole or in part, to any Person to whom it Transfers Registrable Securities, provided that such Registrable Securities remain Registrable Securities following such Transfer and substance reasonably acceptable such Person agreed to the Company agreeing to be become bound by the terms and conditions provisions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, in accordance with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable SecuritiesSection 5.02(f). 5.2.3 (d) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 (e) This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.02 hereof. 5.2.5 (f) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 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 Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.02 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company Pubco hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, Pubco in whole or in part, except unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless the SPAC Representative and Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in connection conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if Investor which is permitted by such Permitted Transferee assumes such HolderInvestor’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This applicable Lock-Up Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons in accordance with all applicable Laws; provided that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company Pubco unless and until the Company Pubco shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or assignment made of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as provided expressly set forth in Section 4 and this Section 5.2 shall be null and void6.2.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to This Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of any Holder hereunder may not be assigned or obligations under this Agreement, delegated by such Holder in whole or in part, except that in connection with a transfer of Registrable Securities by such Holder, the transferring Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights may assign all (and no less than all) of its rights, together with all related duties and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementhereunder, in form and substance reasonably acceptable respect of the Registrable Securities so transferred, to the Company agreeing transferee of such Registrable Securities; provided that (i) such Registrable Securities remain Registrable Securities following such transfer and such Person agrees to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes provisions of this Agreement, (ii) the number of Registrable Securities such transferee holds, as of immediately following such transfer, is equal to at least one percent (1%) of the total number of the then issued and outstanding Company Ordinary Shares, and (iii) such transfer complies in all respects with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable SecuritiesApplicable Laws. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof 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). 5.2.4 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any transfer or attempted assignment made other than as provided in violation of the terms of this Section 5.2 shall be null and void, ab initio. 5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2.

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

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to . This Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Stockholder hereunder may be freely assigned or obligations under this Agreementdelegated, in whole or in part, except without the consent of the Company, by any Stockholder in connection conjunction with a any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 Stockholder. 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 any Stockholder or of any assignee of such Stockholder, or any entity that succeeds to substantially all of the Holdersassets and liabilities of such Stockholder. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that each of GRH and RGGPLS (a "Converting Entity") shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock or member interests of the Converting Entity was beneficially owned (each of such actions, a "Conversion" and, the Converting Entity as so Converted into a limited liability company, "Newco"), and, that from and after such Conversion (i) Newco shall include Permitted Transferees. 5.2.4 succeed to all of the rights and obligations of its respective Converting Entity under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and perform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to GRH or RGGPLS shall be deemed references to its respective Newco. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in this Agreement Article 4 and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void6.2.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementPeriod, the Private Placement Lock-up Period or the SFS 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 (i) in the case of Holders subject to the Founder Shares Lock-up Period or the Private Placement Lock-up Period, in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon itsTransferee, his to an Affiliate or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable as otherwise permitted pursuant to the Company agreeing terms of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, and (ii) in the case of Holders subject to be bound by the terms and conditions of this Agreement SFS Lock-up Period, as if such person were a Holder party hereto; whereupon such person will be treated for all purposes permitted in Section 5.2 of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 6.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no No Holder may assign or delegate such Holder’s its rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, except in connection with a transfer to any of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights Permitted Transferees, or otherwise with the prior written consent of the Company; provided, that such Transfer complies with applicable securities laws and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 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 prior to, or within a reasonable after, such transfer, as provided in Section 5.1 hereof (which notice shall state the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned) and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 , other than with the written consent of Holders representing at least 50% of the Registrable Securities. Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementPeriod or the Private Placement Lock-up Period, as the case may be, no Existing Holder who is subject to such Lock-up Period and, prior to the expiration of the New Holder Lock-up Period, no New Holder who is subject to such Lock-up Period, may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable restrictions in effect during such Lock-up Period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HoldersHolder or of any assignee of the Holder, which shall include Permitted Transferees. 5.2.4 . This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 hereof. 5.2.5 5.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company Purchaser hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, Purchaser in whole or in part, except unless Purchaser first provides Investors holding Registrable Securities at least ten Business Days prior written notice; provided, however, that no assignment or delegation by Purchaser will relieve Purchaser of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. (b) This Agreement and the rights, duties and obligations of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in connection conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if Investor which is permitted by such Permitted Transferee assumes such HolderInvestor’s rights and obligations under this Agreement upon itsapplicable Lock-Up Agreement; provided, his or her execution and delivery of a joinder agreementhowever, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company Purchaser unless and until the Company Purchaser shall have received (i) written notice of such assignment as provided in Section 5.1 hereof 6.3 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPurchaser, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or of any assignee of the Investors. (d) This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration Holders of Registrable Securities, as the lock-up period in the applicable Lock-up Agreement, no Holder case may assign or delegate such Holder’s rights, duties or obligations under this Agreementbe, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to (1) an Affiliate thereof or (2) with respect to a transfer of Registrable Securities equal to at least 0.50% of the outstanding Class A Common Stock of the Company, to a third party pursuant to an exemption from the registration requirements of the Securities Act (other than Rule 144) (provided that a Holder may not effect more than two (2) transfers of Registrable Securities pursuant to this subclause (2) (each, a “Permitted Transferee Transferee”)), but only if such Permitted Transferee assumes such Holderagrees to become bound by this Agreement; provided, further, that the Company shall not be required to file more than one (1) post-effective amendment or prospectus supplement, as applicable, to any Registration Statement per quarter and deliver more than one instruction letter to the Company’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementtransfer agent per quarter, in form and substance reasonably acceptable each case to the Company agreeing to be bound by the terms and conditions of this Agreement as if reflect any such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiestransfer. 5.2.3 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.3 This Agreement shall not confer any rights rights, benefits or benefits remedies on any persons that are not parties hereto, hereto (other than as expressly set forth in this Agreement the Public Noteholders, but solely with respect to Section 2.1 and Section 5.2 hereofArticle III). 5.2.5 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 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 partpart (other than by Acquisition (as defined in the Second Lien Facility)). 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Any Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s then-outstanding Common Stock, (ii) such transfer is not pursuant to Rule 144 under the Securities Act or a transfer Registration Statement filed pursuant to this Agreement and (iii) the transferee agrees to become party to this Agreement and other applicable agreements. For the purposes of determining the number of shares of Registrable Securities held by such a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder to a Permitted Transferee but only if such Permitted Transferee assumes or such Holder’s rights Immediate Family Member shall be aggregated together and obligations under this Agreement upon its, his or her execution and delivery with those of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiestransferring Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to . This Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be freely assigned or obligations under this Agreement, in whole or in part, delegated by such Holder except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder to Holder, provided, that such transferee shall only be admitted as a Permitted Transferee but only if such Permitted Transferee assumes party hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person Person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and parties, to the permitted assigns of the Holders or of any assignee of the Holders, which shall include Permitted Transferees. 5.2.4 . This Agreement shall is not intended to confer any rights or benefits on any persons or entities that are not parties hereto, party hereto other than as expressly set forth in Article IV and this Agreement and Section 5.2 hereof. 5.2.5 7.01. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 7.01 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 7.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company Company, in whole or in part, without the prior written consent of the other parties. 5.2.2 Prior 7.2.2 Subject to the expiration of the lock-up period in the applicable Lock-up AgreementArticle V, no a Holder may assign or delegate such Holder’s rights, duties or obligations under this AgreementAgreement in respect of such Holder’s Registrable Securities, in whole or in part, except in connection with a transfer of to any Person to whom it Transfers Registrable Securities; provided, that such Registrable Securities by remain Registrable Securities following such Holder Transfer and such Person agrees to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be become bound by the terms and conditions provisions of this Agreement by executing and delivering an Addendum Agreement substantially in the form of Exhibit A hereto or such other form as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect is reasonably acceptable to the transferred Registrable Securities. 5.2.3 This Agreement and Company; provided, that no Holder may assign any rights under Article VI (including the provisions hereof right to a Designated Director) to any other Person (other than a Permitted Transferee), although for the avoidance of doubt, any such Person shall be binding upon and shall inure subject to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly obligations set forth in Article VI. 7.2.3 No Company Investor (including, for the avoidance of doubt, a Principal Investor or Designating Investor) may assign or delegate any of its (or his or her) rights, duties or obligations under this Agreement and Section 5.2 hereof. 5.2.5 No assignment by without the prior written consent of the Company, provided, that such Company Investor may assign or delegate any party hereto of such party’s its rights, duties and obligations hereunder shall be binding upon to a Permitted Transferee of such Company Investor to which such Company Investor Transfers any of its (or obligate the Company unless his or her) Registrable Securities subject to, and until in accordance with, Article V, provided, further, that the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). 7.2.4 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Any transfer or attempted assignment made other than as provided in violation of the terms of this Section 5.2 7.2 shall be null and void, ab initio. 7.2.5 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, provided that (i) the Persons entitled to indemnification pursuant to Section 4.1 shall be express third-party beneficiaries of Section 4.1, (ii) the Principal Investor Indemnitees (including each Designated Director) shall be express third-party beneficiaries of Section 6.4, (iii) each Designated Director shall be an express third-party beneficiary of Section 6.2, Section 6.3 and Section 6.5 and (iii) each of the foregoing Persons shall be an express third-party beneficiary of this Section 7.2.5.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementPeriod or the Private Placement Lock-up Period, as the case may be, no Existing Holder may assign or delegate such Existing Holder’s rights, duties duties, or obligations under this Agreement, in whole or in part, except in connection with a transfer Transfer of Registrable Securities by such Existing Holder to a Permitted Transferee. Subject to the foregoing with respect to Existing Holders, 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. 5.2.3 Neither this Agreement nor any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Holder may assign rights hereunder to any Permitted Transferee but only if of such Holder. Any such Permitted Transferee assumes such Holder’s rights shall (unless already bound hereby) execute and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable deliver to the Company agreeing an agreement (the “Adoption Agreement”) to be bound by the terms and conditions of this Agreement as if such person were in the form of Exhibit A hereto and shall thenceforth be a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities“Holder”. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this executed Adoption Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company Pubco hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, Pubco in whole or in part, except unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in connection conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound Investor which is permitted by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Escrow Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and parties, to the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 Investors or of any assignee of the Investors. This Agreement shall is not intended to confer any rights or benefits on any persons Persons that are not parties hereto, party hereto other than as expressly set forth in Section 4 and this Agreement and Section 5.2 hereof. 5.2.5 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Pubco unless and until the Company Pubco shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

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

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The Holder may, with prior written notice to the expiration of the lock-up period in the applicable Lock-up AgreementCompany, no Holder may assign or delegate such the Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with to a transfer purchaser or transferee of Registrable Securities by such Holder who agrees to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be become bound by the terms rights, duties or obligations set forth in this Agreement; provided that in the case of such transfer of less than 100% of Registrable Securities where there would be more than one (1) Holder hereunder, the Company and conditions the Holder and any additional holder agree to act in good-faith to revise this Agreement to include customary provisions for registration rights agreements of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, type with the same rights, benefits and obligations hereunder as such Holder multiple holders (including with respect to pro rata reductions in Registrable Securities and rights that must be exercised by a majority-in-interest of holders instead of each individual holder (including, without limitation registration demands and employment of one counsel for all holders)) and no assignment shall expand the transferred Registrable Securitiesobligations of the Company hereunder or increase the number of demand registrations that the Company is required to undertake. 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 TransfereesHolder. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.1 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.1 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementPeriod or the Private Placement Lock-up Period, as the case may be, no Holder (other than the Forward Purchase Investor or its Permitted Transferees) may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and Transferee. 6.2.3 Prior to the consummation of the initial Business Combination, the Forward Purchase Investor may not assign or delegate its rights, duties or obligations under this Agreement upon its, his or her execution and delivery of a joinder agreementAgreement, in form and substance reasonably acceptable whole or in part, except in connection with a transfer of the right to purchase Forward Purchase Securities under the Company agreeing Forward Purchase Agreement to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable SecuritiesPermitted Transferee. 5.2.3 6.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement Agreement, including Section 4.1 and Section 5.2 6.2 hereof. 5.2.5 6.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company Corporation hereunder may not be assigned or delegated by the Company Corporation in whole or in part. 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no No Holder may assign or delegate such Holder’s rights, duties 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. 5.2.3 Neither this Agreement nor any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Holder may assign rights hereunder to any Permitted Transferee but only if of such Holder. Any such Permitted Transferee assumes such Holder’s rights shall (unless already bound hereby) execute and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable deliver to the Company agreeing Corporation an agreement (the “Adoption Agreement”) to be bound by the terms and conditions of this Agreement as if such person were in the form of Exhibit A hereto and shall thenceforth be a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities“Holder”. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Corporation unless and until the Company Corporation shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this executed Adoption Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the lock-up period in pursuant to the applicable Sponsor Support and Lock-up AgreementAgreement dated as of the date hereof (in respect of the Sponsor and such Sponsor Investor) and/or Shareholder Support and Lock-up Agreement dated as of the date hereof (in respect of the WaveTech Investors), 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 where such transferee agrees to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and parties, to the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 Holders or any other holders of Registrable Securities or of any assignee of the Holder or any other holders of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article ‎4 and this Agreement and Section 5.2 hereof‎5.2. 5.2.5 5.2.2 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in this Section 5.1 hereof 5.2 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 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to , unless the expiration Company first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Holders holding a majority-in-interest of the lock-up period in Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of Holders holding Registrable Securities hereunder may be freely assigned or obligations under this Agreement, delegated by such Holder in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound which is permitted by the terms and conditions of this Agreement as if such person were a Holder party heretoLock-Up Agreement; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons provided that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No no assignment by any party hereto Holder of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or assignment made of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as provided expressly set forth in Section 4 and this Section 5.2 6.2. If the Malacca Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Malacca Representative shall be null and voidautomatically become a party to this Agreement as if it were the original Malacca Representative hereunder.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to , unless the expiration Company first provides Holders holding Registrable Securities at least ten (10) Business Days’ prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Holders holding a majority-in-interest of the lock-up period in Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders holding Registrable Securities hereunder may be freely assigned or obligations under this Agreement, delegated by such Holder in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes which is permitted by such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party heretoapplicable Lock-Up Agreement; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons provided that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No no assignment by any party hereto Holder of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or assignment made of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as provided expressly set forth in Article 4 and this Section 5.2 shall be null and void6.2.

Assignment; No Third Party Beneficiaries. 5.2.1 6.3.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.3.2 Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementUp Period or the Private Placement Lock-Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of transfer restrictions set forth in this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiesother applicable agreements. 5.2.3 6.3.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.3.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this AgreementAgreement or pursuant to Section 6.6 of an “anchor” investment agreement entered into among the Company, the Sponsor and certain Permitted Transferees of the Holder on or about the date hereof). Any transfer or assignment made other than as provided in this Section 5.2 6.3.5 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This (a) 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. 5.2.2 (b) Prior to the expiration of the applicable lock-up period in the applicable Lock-up Agreementperiod, no Holder subject to any such lock-up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include (i) Permitted TransfereesTransferees and (ii) any transferee of all of the Registrable Securities of a Holder. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.02 hereof. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 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 5.2 5.02 shall be null and void.

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

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

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

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

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration rights, duties and obligations of the lock-up period a Holder hereunder may be assigned in the applicable Lock-up Agreement, no Holder may assign whole or delegate in part to such Holder’s rightsPermitted Transferees and, duties with respect to Asia-IO, any person or obligations entity to whom Asia-IO has transferred the Note in accordance with the terms and conditions therein; provided that, with respect to Asia-IO, the rights under this Agreement, Sections 5.7 and 5.10 that are personal to Asia-IO may not be assigned or delegated in whole or in part, except in connection with a that Asia-IO shall be permitted to transfer its rights hereunder to one or more affiliates or any direct or indirect partners, members or equity holders of Registrable Securities by Asia-IO (it being understood that no such Holder to a Permitted Transferee but only if transfer shall reduce any rights of Asia-IO or such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiestransferees). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless 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 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This 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. 5.2.2 . Prior to the expiration of the any applicable lock-up period in (including, with respect to the applicable Sponsor and any other party hereto subject thereto, the Lock-up AgreementUp Period), no Holder subject to any such lock-up 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 violation of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 applicable lock-up. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 any transferee 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 5.2 5.02 hereof. 5.2.5 . No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 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 5.2 5.02 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the lock-up period in the applicable (a) SPAC Holder Lock-up AgreementUp Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor and SPAC Holders or (b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders, 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 but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon itsSection 5.2 or Section 5.3, his or her execution and delivery of a joinder agreementas applicable, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement. For the avoidance of doubt, the duties and obligations of each Moolec Holder hereunder (including those rights that are personal to such Moolec Holder) may be assigned or transferred in whole or in part to one or more affiliates or any direct or indirect partners, member or equity holders of such Holder (it being understood that no such transfer shall reduce any rights of such Moolec Holder or such transferee) including when transferred in accordance with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiesterms of subsection 5.2.6. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 6.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder; provided, that (a) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (b) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (c) such transferee agrees in a written instrument delivered to the expiration Company to be bound by and subject to the terms and conditions of the lock-up period in the applicable Lock-up this Agreement, no Holder may assign or delegate . No assignment by any party hereto of such Holderparty’s rights, duties and obligations hereunder shall be binding upon or obligations under this Agreementobligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written agreement of the assignee, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable satisfactory to the Company agreeing Company, to be bound by the terms and conditions provisions of this Agreement as if such person were a Holder party hereto; whereupon such person will (which may be treated for all purposes accomplished by an addendum or certificate of joinder to this Agreement, with the same rights, benefits ). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and obligations hereunder as such Holder with respect to the transferred Registrable Securitiesvoid. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 (b) Prior to the expiration of the lock-up period in the applicable Lock-up AgreementPeriod, 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 but only if Transferee; provided, in each case, that such Permitted Transferee assumes agrees to become bound by the transfer restrictions set forth in this Agreement. Following the expiration of the Lock-up Period, the rights granted to a Holder by the Company hereunder may be transferred or assigned (but only with all related obligations) by a Holder only to (i) a Permitted Transferee of such Holder’s , or (ii) a transferee or assignee that is a transferee or assignee of not less than 50,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for share splits, share dividends, reverse share splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the Company), (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and obligations under this Agreement upon its, his or her execution and delivery of (z) such transferee agrees in a joinder agreement, in form and substance reasonably acceptable written instrument delivered to the Company agreeing to be bound by and subject to the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 hereof6.2, except that the Founder Holders, severally and not jointly, shall be express third party beneficiaries of Section 2.2(b)(i) and Section 2.3(b). 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof 6.1 and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void. (f) A Unitholder (as defined in the Merger Agreement) may be admitted as a Holder herein after the execution of this Agreement upon the receipt by the Company of a duly completed and executed written agreement to be bound by the terms and provisions of this Agreement in form and substance satisfactory to the Company.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of a Holder hereunder, may be transferred or obligations under this Agreement, in whole or in part, except assigned in connection with a transfer Transfer of Registrable Securities to (a) any affiliate of a Holder, (b) any subsidiary, parent, general partner, limited partner, stockholder or member of a Holder, (c) any family member or trust for the benefit of any Holder, or (d) any person for which the Company has provided its prior written consent. Notwithstanding the foregoing, such rights may only be transferred or assigned if (i) such Transfer is effected in accordance with applicable securities laws; (ii) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (iii) the Company is given written notice by such Holder to a Permitted Transferee but only if of such Permitted Transferee assumes such Holder’s rights Transfer, stating the name and obligations under this Agreement upon its, his address of the transferee or her execution assignee and delivery of a joinder agreement, in form and substance reasonably acceptable to identifying the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder Registrable Securities with respect to the which such rights are being transferred Registrable Securitiesor assigned. 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. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to . This Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the initial Holders hereunder may be freely assigned or obligations under this Agreement, delegated by such Holder in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by the Stockholders to any Person as was permitted under the Founders’ Agreement (a "Permitted Assignment", and such Holder Person, a "Permitted Assignee") (subject to a Permitted Transferee but only if any contractual obligation of such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable Holders to the Company agreeing contrary); provided that any rights transferred pursuant to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with Section 10(d) shall apply only in respect to the Registrable Securities transferred Registrable Securities. 5.2.3 by such Holder and not in respect of any other securities that the Permitted Assignee may hold or acquire. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its their respective permitted successors and the permitted assigns of the Holdersassigns; provided, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights however, that no such transfer or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have received (i) written notice of such transfer or assignment as herein provided in Section 5.1 hereof and (ii) the a written agreement of the assignee, in a form reasonably satisfactory to the Company, assignee to be bound by the terms and provisions of this Agreement. This Agreement (which may be accomplished by an addendum is not intended to confer any rights or certificate of joinder to this Agreement). Any transfer or assignment made benefits on any Persons that are not party hereto other than as provided expressly set forth in Section 7 and this Section 5.2 10(d). Notwithstanding anything herein to the contrary, in the case of an assignment of any rights hereunder by an initial Holder, each such assignment shall identify how many unused Long-Form Registrations rights and Short-Form Registration Rights are being assigned (if any). For the avoidance of doubt, in no event shall the Company be null and voidrequired to effect any registrations in excess of the limitations set forth in Section 1(c) herein.

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

Assignment; No Third Party Beneficiaries. 5.2.1 6.3.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.3.2 Prior to the expiration of the lock-up period in the applicable Founder Shares Lock-up AgreementUp Period or the Private Placement Lock-Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of transfer restrictions set forth in this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securitiesother applicable agreements. 5.2.3 6.3.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.3.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 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 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this AgreementAgreement or pursuant to Section 5.6 of an “anchor” investment agreement entered into among the Company, the Sponsor and certain Permitted Transferees of the Holder on or about the date hereof). Any transfer or assignment made other than as provided in this Section 5.2 6.3 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to This Agreement and the expiration of the lock-up period in the applicable Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be freely assigned or obligations under this Agreement, in whole or in part, delegated by such Holder except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder to Holder, provided, that such transferee shall only be admitted as a Permitted Transferee but only if such Permitted Transferee assumes party hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. Notwithstanding the foregoing, Seraphim Space (General Partner) LLP (in its capacity as general partner of Seraphim Space LP) shall only be permitted to assign its rights, duties and obligations hereunder, whether in whole or in part, to Seraphim Space Investment Trust plc, and Seraphim Space Investment Trust plc shall have no further right to assign such rights, duties and obligations to any other party. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in partpart (other than by Acquisition (as defined in the Credit Agreement)). 5.2.2 Prior to the expiration of the lock-up period in the applicable Lock-up Agreement, no No Holder may assign or delegate such Holder’s its rights, duties or obligations under this Agreement, in whole or in part, except without the prior written consent of the Company other than an assignment or delegation to (a) any Affiliate of such Holder, (b) any Person that is a permitted Assignee (as defined in connection with a transfer of the Credit Agreement) under the Credit Agreement, or (c) any successor administrative agent appointed pursuant to the Credit Agreement; provided that such transferee (1) receives Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holderthat constitute at least 1% of the Company’s rights then-outstanding Common Stock and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, (2) agrees in form and substance reasonably acceptable to the Company agreeing writing to be bound by the terms and conditions provisions of this Agreement as if such person were that apply to a Holder party hereto; whereupon such person will be treated for all purposes and the provisions of this Agreement, with the same rights, benefits and Credit Agreement that apply to the obligations hereunder as such Holder of the Administrative Agent with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to Following the expiration of the lock-up period in the applicable Lock-up AgreementPeriod, no the rights granted to a Holder by the Company hereunder may assign be transferred or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection assigned (but only with all related obligations) by a transfer of Registrable Securities by such Holder only to a Permitted Transferee but only if such Permitted Transferee assumes of such Holder’s ; provided, that (i) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the Company), (ii) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and obligations under this Agreement upon its, his or her execution and delivery of (iii) such transferee agrees in a joinder agreement, in form and substance reasonably acceptable written instrument delivered to the Company agreeing to be bound by and subject to the terms and conditions of this Agreement as if such person were Agreement. Notwithstanding the foregoing, prior to the expiration of the Lock-up Period, the rights granted to a Holder party hereto; whereupon by the Company hereunder may be transferred or assigned (but only with all related obligations) by such person will be treated for all purposes Holder subject to the Lock-up Period in connection with any Transfer of this Registrable Securities made in accordance with the terms of the Stockholders’ Agreement, with so long as the same rights, benefits and obligations hereunder as such Holder with respect conditions set forth in the proviso to the transferred Registrable Securitiesimmediately preceding sentence are satisfied. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to Following the expiration of the lock-up period in the applicable FaZe Lock-up AgreementPeriod, no Founder Shares Lock-up Period, or the Private Placement Lock-up Period, as applicable, the rights granted to a Holder by the Company hereunder may assign be transferred or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection assigned (but only with all related obligations) by a transfer of Registrable Securities by such Holder only to a Permitted Transferee but only if such Permitted Transferee assumes of such Holder’s ; provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the Company), (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and obligations under this Agreement upon its, his or her execution and delivery of (z) such transferee agrees in a joinder agreement, in form and substance reasonably acceptable written instrument delivered to the Company agreeing to be bound by and subject to the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in substantially the form set forth in Exhibit A to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This (a) 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. 5.2.2 (b) Prior to the expiration of the lock-up period in the applicable Lock-up AgreementPeriod, no Holder subject to any such Lock-up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-up Period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable agrees to the Company agreeing to be become bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of transfer restrictions set forth in this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include (i) Permitted TransfereesTransferees and (ii) any transferee of all of the Registrable Securities of a Holder. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 ‎Section 5.02 hereof. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 ‎Section 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 5.2 ‎Section 5.02 shall be null and void.

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

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