Common use of Company Stockholder Consent and Related Matters Clause in Contracts

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as promptly as reasonably practicable (and in any event within one (1) Business Day) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b) of the Business Combination Agreement as and to the extent provided herein. Without limiting the generality of the foregoing in this Section 1(a), prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied. (b) Without limiting any other rights or remedies of AMHC, the Stockholder hereby irrevocably appoints AMHC or any individual designated by AMHC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (a) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities ActAct and the Company solicits the remaining Company Stockholder Approvals, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (the “such Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Approvals under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.02(f) of the Business Combination Agreement as and Merger Agreement, including the Merger and, to the extent provided herein. Without required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, Stock against (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (Ai) any Company Acquisition Proposal or (Bii) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 9.01, 9.02 or 6.2 9.03 of the Business Combination Merger Agreement not being satisfied. ; provided that in the case of either (a) or (b) Without limiting any other rights or remedies of AMHC), the Stockholder hereby irrevocably appoints AMHC Merger Agreement shall not have been amended or any individual designated by AMHC as modified without the Stockholder’s agentconsent (1) to decrease the consideration payable under the Merger Agreement, attorney-in-fact and proxy or (with full power 2) to change the form of substitution and resubstituting), for and merger consideration in the name, place and stead of a manner adverse to the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a1) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one two (12) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities ActEffective Date, the each Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Parent the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Consent under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.3(a) (Company Stockholder Approval) of the Business Combination Agreement as and to the extent provided hereinMerger Agreement. Without limiting the generality of the foregoing in first sentence of this Section 1(a), prior to the Closing, the each Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Shares against and withhold consent with respect to any Alternative Proposal. (2) In addition to the foregoing, each Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the holders of Company Capital Stock (or any adjournment or postponement thereof), such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Company Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Company Shares: (i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) in any other circumstances upon which a consent or other approval is required under the organizational documents of the Company or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Subject Company Shares held at such time in favor thereof; (iii) against any Alternative Transaction, or any other merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby); and (iv) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any Company Acquisition Proposal provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other matter, action obligation or proposal that would reasonably be expected to result in (x) a breach of any agreement of the Company’s covenants, agreements or obligations Company under the Business Combination Merger Agreement or (yC) result in any of the conditions to the Closing set forth in Sections 6.1 or 6.2 Article X of the Business Combination Merger Agreement not being satisfiedfulfilled. (b) Without limiting any other rights or remedies of AMHCParent, the each Stockholder hereby irrevocably appoints AMHC Parent or any individual designated by AMHC Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the holders of Company Stockholders Capital Stock with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the holders of Company StockholdersCapital Stock, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the holders of Company Stockholders Capital Stock or any action by written consent by the holders of Company Stockholders Capital Stock (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC Parent entering into the Business Combination Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the each Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the each Stockholder and shall revoke any and all prior proxies granted by the each Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the each Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described provided in Section 1(a). For the avoidance of doubt, each Stockholder may vote the Subject Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement. (d) Except Each Stockholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that such Stockholder may have under applicable law (including Section 262 of the Delaware General Corporation Law or otherwise), (ii) consents to, on behalf of itself, and each other holder of Company Preferred Stock and irrevocably and unconditionally waives any and all rights such Stockholder may have with respect to, (x) the conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to be in accordance with the terms of the Company Certificate of Incorporation and effective as expressly set forth herein, at any time of immediately prior to the Termination DateEffective Time of the Merger and (y) prior to the Closing, the Stockholder shall not enter conversion of each Convertible Note into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be givenCompany Series B Preferred Stock, in accordance with such procedures relating thereto so the terms of each Convertible Note, in each case, as set forth on the Capitalization Table. (e) Each Stockholder hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, its right to ensure that it is duly counted for purposes certain payments upon liquidation of determining that a quorum is present and for purposes the Company pursuant to Article IV, Section 2 of recording the results Company Certificate of such vote or consent.Incorporation,

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 54, as promptly as reasonably practicable (and in any event within one (1) Business Day) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC Parent an irrevocable written consent (the “Company Stockholder Written Consent”) in accordance with the DGCL, DGCL and the Company’s Governing Documents and the Company Stockholders AgreementDocuments, approving and adopting the Business Combination Merger Agreement, the Ancillary Transaction Documents to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b5.14(b) of the Business Combination Merger Agreement as and to the extent provided herein. Without limiting the generality of the foregoing in this Section 1(a), prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Merger Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Merger Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Merger Agreement not being satisfied. (b) Without limiting any other rights or remedies of AMHCParent, the Stockholder hereby irrevocably appoints AMHC Parent or any individual designated by AMHC Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC Parent entering into the Business Combination Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a1(b) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a1(b). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a1(b). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which (x) the Registration Statement / Proxy Statement is declared becomes effective under the Securities ActAct and (y) Sparks Energy solicits the Company Stockholder Approvals, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (the “Sparks Energy such Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Approvals under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.02(f) of the Business Combination Merger Agreement as and (the “Approval”), including the Merger and, to the extent provided herein. Without required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, Stock against (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (Ax) any Company Acquisition Proposal or (By) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the CompanySparks Energy’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 9.01, 9.02 or 6.2 9.03 of the Business Combination Merger Agreement not being satisfied. ; provided that in the case or either (bi) Without limiting any other rights or remedies of AMHC(ii), the Stockholder hereby irrevocably appoints AMHC Merger Agreement shall not have been amended or any individual designated by AMHC as modified without the Stockholder’s agentconsent (1) to decrease the consideration payable under the Merger Agreement, attorney-in-fact and proxy or (with full power 2) to change the form of substitution and resubstituting), for and merger consideration in the name, place and stead of a manner adverse to the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which (x) the Registration Statement / Proxy Statement is declared becomes effective under the Securities ActAct and (y) African Agriculture solicits the Company Stockholder Approvals, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (the “African Agriculture such Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Approvals under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.02(f) of the Business Combination Merger Agreement as and (the “Approval”), including the Merger and, to the extent provided herein. Without required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, Stock against (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (Ax) any Company Acquisition Proposal or (By) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the CompanyAfrican Agriculture’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 9.01, 9.02 or 6.2 9.03 of the Business Combination Merger Agreement not being satisfied. ; provided that in the case or either (bi) Without limiting any other rights or remedies of AMHC(ii), the Stockholder hereby irrevocably appoints AMHC Merger Agreement shall not have been amended or any individual designated by AMHC as modified without the Stockholder’s agentconsent (1) to decrease the consideration payable under the Merger Agreement, attorney-in-fact and proxy or (with full power 2) to change the form of substitution and resubstituting), for and merger consideration in the name, place and stead of a manner adverse to the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one (1) Business Day) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Tailwind the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Consent under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b) (Company Stockholder Approval) of the Business Combination Agreement as and to the extent provided hereinAgreement. Without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting Shares as of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, applicable record date (1i) in favor of and/or consent to any such matters, actions or proposals, in each case, that are necessary or reasonably requested by the adoption Company or Tailwind for the consummation of the Merger or any of the other transactions contemplated by the Business Combination Agreement and or the approval of the Merger, Ancillary Documents and (2ii) against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied. (b) Without limiting any other rights or remedies of AMHCTailwind, the Stockholder hereby irrevocably appoints AMHC Tailwind or any individual designated in writing by AMHC Tailwind as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares as of the record date of such meeting in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares as of the applicable record date or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that (i) the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a), (ii) any Proceeding is pending or threatened by or on behalf of the Stockholder or the Company that challenges or could impair the enforceability or validation of the covenants, agreements or obligations set forth in this Agreement or (iii) Tailwind notifies the Stockholder in writing of its intent to exercise the proxy set forth in this Section 1(b). (c) The proxy granted by the Stockholder pursuant to Section 1(b) shall be irrevocable during the term of this Agreement, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC Tailwind entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth . Notwithstanding anything to the contrary herein, at any time prior to the Termination Date, proxy granted by the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oralpursuant to Section 1(b) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent revoked and shall be given, terminate at such time as this Agreement is terminated in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentSection 6.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one (1) five Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities ActAct (subject to the Registration Statement not being subject to a stop order issued by the SEC or proceeding by the SEC seeking a stop order at any point during such period), the Stockholder Stockholder, in its, his or her capacity as a stockholder of the Company, shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Acquiror the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Approvals under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b7.03(e) of the Business Combination Merger Agreement as (the “Approval”), including the Merger and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the extent provided herein. Without Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror and the Company, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Stock against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 8.01 or 6.2 8.02 of the Business Combination Merger Agreement not being satisfied; provided, that in the case of either (i) or (ii), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (x) to decrease the consideration payable under the Merger Agreement or (y) to change the form of merger consideration in a manner adverse to such Stockholder. (b) Without limiting any other rights or remedies of AMHCAcquiror, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a), the Stockholder hereby irrevocably appoints AMHC Acquiror or any individual designated by AMHC Acquiror as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitutingre-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written ConsentApprovals), . The proxy granted in each case, in this Section 1(b) shall expire upon the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a)termination of this Agreement. (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC of Acquiror entering into the Business Combination Agreement Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company SharesStock. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares Stock and a vote or consent by the Stockholder of the Subject Company Shares Stock (or any other Person with the power to vote or provide consent with respect to the Subject Company SharesStock) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly The Stockholder shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to designate any other proxy or power of attorney with respect to the Subject Company Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one two (12) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (RACA the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Consent under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. As promptly as reasonably practicable (and in any event prior to the earlier of (x) the time at which the Company delivers the Allocation Schedule to RACA pursuant to the Business Combination Agreement or (y) the time at which the Company is required to deliver to the Allocation Schedule to RACA pursuant to the Business Combination Agreement), the Stockholder shall (i) duly execute and deliver to the Company and RACA a written consent, in accordance with the DGCL, the Company's Governing Documents and the Company Stockholders Agreement, under which it irrevocably and unconditionally consents to the matters, actions and proposals contemplated by Section 5.14(d)(i) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement as or (ii) execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to amend or otherwise modify the extent provided hereinGoverning Documents of the Company, the Company Stockholders Agreement and each other applicable Contract in the manner required by Section 5.14(d)(ii) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the foregoing in this Section 1(a), prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Shares against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s 's covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied. (b) Without limiting any other rights or remedies of AMHCRACA, the Stockholder hereby irrevocably appoints AMHC RACA or any individual designated by AMHC RACA as the Stockholder’s 's agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC RACA entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described provided in Section 1(a). (d) Except as expressly set forth herein, at any time prior to . For the Termination Dateavoidance of doubt, the Stockholder shall not enter into any agreementmay vote the Subject Company Shares on all other matters, understanding or arrangement (whether written or oral) with any Person to vote or give instructions subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentAgreement.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one two (12) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Capstar the “Company Stockholder Written Consent”Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. As promptly as reasonably practicable (and in any event prior to the earlier of (x) the time at which the Company delivers the Allocation Schedule to Capstar pursuant to the Business Combination Agreement or (y) the time at which the Company is required to deliver to the Allocation Schedule to Capstar pursuant to the Business Combination Agreement), the Stockholder shall (i) duly execute and deliver to the Company and Capstar a written consent, in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, approving under which it irrevocably and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consents to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement as or (ii) execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to amend or otherwise modify the extent provided hereinGoverning Documents of the Company, the Company Stockholders Agreement and each other applicable Contract in the manner required by Section 5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the foregoing in this Section 1(a), prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Shares against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied. 1 As contemplated by the Business Combination Agreement, each Company Stockholder set forth on Schedule I to the Business Combination Agreement will enter into a separate Transaction Support Agreement. (b) Without limiting any other rights or remedies of AMHCCapstar, the Stockholder hereby irrevocably appoints AMHC Capstar or any individual designated by AMHC Capstar as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC Capstar entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described provided in Section 1(a). (d) Except as expressly set forth herein, at any time prior to . For the Termination Dateavoidance of doubt, the Stockholder shall not enter into any agreementmay vote the Subject Company Shares on all other matters, understanding or arrangement (whether written or oral) with any Person to vote or give instructions subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentAgreement.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities Act, each of the Stockholder Stockholders shall (a) duly execute and deliver to the Company Company, True Velocity and AMHC an irrevocable written consent (Parent the “Company Stockholder Written Consent”, which Written Consent shall constitute the Requisite Approval, pursuant to which it shall irrevocably and unconditionally (i) in accordance with adopt the DGCL, Merger Agreement and approve the Company’s Governing Documents Company Merger and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents other Transactions to which the Company is or will be a party, (ii) approve, in accordance with the terms and subject to the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation conditions of the Company in Organizational Documents, the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b) of the Business Combination Agreement as and Company Preferred Conversion to the extent provided herein. Without limiting the generality of the foregoing in this Section 1(a), take effect immediately prior to the ClosingClosing and (iii) waive any appraisal or similar rights they may have pursuant to the TBOC with respect to the Company Merger and the other Transactions, the Stockholder shall and (b) vote (or cause to be voted) the Subject Company Shares, at all of such Stockholder’s Shares (together with any meeting shares of the Company Stockholdersthat such Stockholder acquires record or beneficial ownership of or the power to vote after the date hereof, however calledcollectively, and in any action by written consent of the “Subject Company StockholdersStock”) against, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) to, any other matter, action action, agreement, transaction or proposal that would reasonably be expected to result in (xi) a breach of any of the Company’s representations, warranties, covenants, agreements or obligations under the Business Combination Merger Agreement or (yii) any of the conditions to the Closing set forth in Sections 6.1 8.01 or 6.2 8.02 of the Business Combination Merger Agreement not being satisfied. ; provided, that in the case of clauses (a) and (b) Without limiting any other rights or remedies of AMHC), the Stockholder hereby irrevocably appoints AMHC Merger Agreement shall not have been amended or any individual designated by AMHC as the modified without such Stockholder’s agent, attorney-in-fact and proxy consent (with full power of substitution and resubstituting), for and in A) to decrease the name, place and stead Aggregate Company Merger Consideration payable under the Merger Agreement or (B) to change the form of the Stockholder, to attend on behalf of the Stockholder any meeting of the Aggregate Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent)Merger Consideration, in each case, case in the event that the Stockholder fails a manner adverse to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated therebysuch Stockholder. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent Each of the proxyholder in accordance with Section 1(b) Stockholders acknowledges receipt and with respect to the matters described in Section 1(a) shall control in the event review of any conflict between such vote or consent by the proxyholder a copy of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a)Merger Agreement. (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a1) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities ActS-4 Effective Date, the each Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Parent the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Consent under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b7.1(a) (Company Stockholder Approval) of the Business Combination Agreement as and to the extent provided hereinMerger Agreement. Without limiting the generality of the foregoing in first sentence of this Section 1(a), prior to the Closing, the each Stockholder shall vote (or cause to be voted) the Subject Company SharesShares against, and shall withhold consent with respect to, any Alternative Transaction. (2) In addition to the foregoing, each Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the holders of Company StockholdersCapital Stock (or any adjournment or postponement thereof), however calledsuch Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Company Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder shall vote or provide consent (or cause to be voted or consented), in any action person or by written consent proxy, all of its Subject Company Stockholders, Shares: (1i) in favor of to approve and adopt the adoption of the Business Combination Merger Agreement and the Transactions, including the Merger and the Company Preferred Stock Conversion; (ii) in any other circumstances upon which a consent or other approval is required under the organizational documents of the Merger, and (2) against and withhold consent Company or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Subject Company Shares held at such time in favor thereof; (iii) against any Alternative Transaction, or any other merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the Transactions); and (iv) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any Company Acquisition Proposal provision of this Agreement or the Merger Agreement or otherwise impede, frustrate, prevent or nullify the Merger or any of the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other matter, action obligation or proposal that would reasonably be expected agreement of the Company under the Merger Agreement or any Additional Agreement to which the Company is a party or (C) result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 Article IX of the Business Combination Merger Agreement not being satisfiedfulfilled. (b) Without limiting any other rights or remedies of AMHCParent, the each Stockholder hereby irrevocably appoints AMHC Parent or any individual designated by AMHC Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the holders of Company Stockholders Capital Stock with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the holders of Company StockholdersCapital Stock, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the holders of Company Stockholders Capital Stock or any action by written consent by the holders of Company Stockholders Capital Stock (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC Parent entering into the Business Combination Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the each Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the each Stockholder and shall revoke any and all prior proxies granted by the each Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the each Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described provided in Section 1(a). For the avoidance of doubt, each Stockholder may vote the Subject Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement. (d) Except Each Stockholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Merger Agreement and the consummation by the parties of the Transactions, including the Merger, that such Stockholder may have under applicable Law (including Section 262 of the Delaware General Corporation Law or otherwise), (ii) consents to, on behalf of itself and each other holder of Company Preferred Stock, and irrevocably and unconditionally waives any and all rights such Stockholder may have with respect to, the conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to be in accordance with the terms of the Company Certificate of Incorporation and effective as expressly set forth herein, at any time of immediately prior to the Termination DateEffective Time of the Merger. (e) Each Stockholder hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, its right to certain payments upon liquidation of the Stockholder shall not enter into any agreementCompany pursuant to Article Fourth, understanding or arrangement Section B(2) of the Company Certificate of Incorporation (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentif any).

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities Act, the Stockholder shall duly execute and deliver to PrimeBlock and 10X the Company Stockholder Approvals under which it shall irrevocably and AMHC an irrevocable written unconditionally consent (the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.02(f) of the Business Combination Merger Agreement as (the “Approval”), including the Merger and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the extent provided herein. Without Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Stock against and withhold consent with respect to (Ax) any Company Acquisition Proposal or (By) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the CompanyPrimeBlock’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 9.01, 9.02 or 6.2 9.03 of the Business Combination Merger Agreement not being satisfied. ; provided, that in the case or either (bi) Without limiting any other rights or remedies of AMHC(ii), the Stockholder hereby irrevocably appoints AMHC Merger Agreement shall not have been amended or any individual designated by AMHC as the modified without such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent1) with respect to any of decrease the matters described in Section 1(a) in connection with any meeting of consideration payable under the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be castMerger Agreement, or consent shall be given, (2) to change the form of merger consideration in accordance with a manner adverse to such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentStockholder.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities Act, each of the Stockholder Stockholders shall (a) duly execute and deliver to the Company and AMHC an irrevocable written consent (Parent the “Company Stockholder Written Consent”, which Written Consent shall constitute the Requisite Approval, pursuant to which it shall irrevocably and unconditionally (i) in accordance with adopt the DGCL, Merger Agreement and approve the Company’s Governing Documents Merger and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents other Transactions to which the Company is or will be a party, (ii) approve, in accordance with the terms and subject to the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation conditions of the Company in Organizational Documents, the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b) of the Business Combination Agreement as and Company Preferred Conversion to the extent provided herein. Without limiting the generality of the foregoing in this Section 1(a), take effect immediately prior to the ClosingClosing and (iii) waive any appraisal or similar rights they may have pursuant to the TBOC with respect to the Merger and the other Transactions, the Stockholder shall and (b) vote (or cause to be voted) the Subject Company Shares, at all of such Stockholder’s Shares (together with any meeting shares of the Company Stockholdersthat such Stockholder acquires record or beneficial ownership of or the power to vote after the date hereof, however calledcollectively, and in any action by written consent of the “Subject Company StockholdersStock”) against, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) to, any other matter, action action, agreement, transaction or proposal that would reasonably be expected to result in (xi) a breach of any of the Company’s representations, warranties, covenants, agreements or obligations under the Business Combination Merger Agreement or (yii) any of the conditions to the Closing set forth in Sections 6.1 8.01 or 6.2 8.02 of the Business Combination Merger Agreement not being satisfied. ; provided, that in the case of clauses (a) and (b) Without limiting any other rights or remedies of AMHC), the Stockholder hereby irrevocably appoints AMHC Merger Agreement shall not have been amended or any individual designated by AMHC as the modified without such Stockholder’s agent, attorney-in-fact and proxy consent (with full power of substitution and resubstituting), for and in A) to decrease the name, place and stead Aggregate Merger Consideration payable under the Merger Agreement or (B) to change the form of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent)Aggregate Merger Consideration, in each case, case in the event that the Stockholder fails a manner adverse to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated therebysuch Stockholder. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent Each of the proxyholder in accordance with Section 1(b) Stockholders acknowledges receipt and with respect to the matters described in Section 1(a) shall control in the event review of any conflict between such vote or consent by the proxyholder a copy of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a)Merger Agreement. (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as As promptly as reasonably practicable (and in any event within one (1) Business Day) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Atlas the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Consent and the Company Stockholders Agreement, approving Conversion Written Consent under which it shall irrevocably and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section Sections 5.13(b) and 5.13(c) (Transaction Support Agreements; Company Stockholder Approval) of the Business Combination Agreement as and to the extent provided hereinAgreement. Without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, (i) to the extent that it is necessary or advisable, in each case, as reasonably determined by Atlas and the Company, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement and/or the Ancillary Documents, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) Shares in favor of the adoption of the Business Combination Agreement and/or consent to any such matters, actions or proposals promptly following written request thereof from Atlas and the approval of the MergerCompany, and (2ii) the Stockholder shall vote (or cause to be voted) the Subject Company Shares against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied. (b) Without limiting any other rights or remedies of AMHCAtlas, the Stockholder hereby irrevocably appoints AMHC Atlas or any individual designated by AMHC Atlas as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC Atlas entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (Parent the “Company Stockholder Approvals (including, without limitation, by execution of the Conversion Written Consent”) in accordance with Consent and the DGCL, Transaction Written Consent when solicited by the Company’s Governing Documents ) under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b) 7.03 of the Business Combination Merger Agreement as (the “Approval”), including the Merger and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the extent provided herein. Without Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Stock against and withhold consent with respect to (Ax) any Company Acquisition Proposal or (By) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 8.01 or 6.2 8.02 of the Business Combination Merger Agreement not being satisfied; provided, that in the case or either (i) or (ii), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to such Stockholder. (b) Without limiting any other rights or remedies of AMHCParent, the Stockholder hereby irrevocably appoints AMHC Parent or any individual designated by AMHC Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitutingre-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written ConsentApprovals), . The proxy granted in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in this Section 1(a)) shall expire upon the termination of this Agreement. (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC of Parent entering into the Business Combination Agreement Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. Stock. (d) The vote Stockholder shall not hereafter, unless and until this Agreement terminates or consent of the proxyholder in accordance with Section 1(b) and with respect expires pursuant to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or its terms, purport to designate any other Person with the proxy or power to vote or provide consent of attorney with respect to the Subject Company Shares) Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (GWAC the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Approvals under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.02(e) of the Business Combination Merger Agreement as (the “Approval”), including the Merger and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the extent provided herein. Without Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Stock against and withhold consent with respect to (Ax) any Company Acquisition Proposal (including any Superior Proposal) or (By) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 9.01 or 6.2 9.02 of the Business Combination Merger Agreement not being satisfied; provided, that in the case of either (i) or (ii), the Merger Agreement shall not have been amended or modified without the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to the Stockholder. (b) Without limiting any other rights or remedies of AMHCGWAC, the Stockholder hereby irrevocably appoints AMHC GWAC or any individual designated by AMHC GWAC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitutingre-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written ConsentApprovals), . The proxy granted in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in this Section 1(a)) shall expire upon the termination of this Agreement. (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC of GWAC entering into the Business Combination Agreement Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. Stock. (d) The vote Stockholder shall not hereafter, unless and until this Agreement terminates or consent of the proxyholder in accordance with Section 1(b) and with respect expires pursuant to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or its terms, purport to designate any other Person with the proxy or power to vote or provide consent of attorney with respect to the Subject Company Shares) Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of the Agreement in accordance with Section 5, as promptly As soon as reasonably practicable (and in any event within one (1) Business Day) following the time at which after the Registration Statement / Statement/Proxy Statement is declared effective under the Securities Act and delivered or otherwise made available to the Company Stockholders (and, in any event, before 11:59 pm Central on the second (2nd) full Business Day after the SPAC provides the Company with written notice that the Registration Statement/Proxy Statement has been declared effective under the Securities Act), each Security Holder (to the Stockholder extent such Security Holder is then a Company Stockholder) shall duly execute and deliver to the Company and AMHC an irrevocable written consent the Company Written Consent so that the Company may timely deliver the same to the SPAC pursuant to Section 6.20 (the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b) of the Business Combination Agreement as and to the extent provided hereinAgreement. Without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, (i) to the Stockholder extent that it is necessary or advisable, in each case, as reasonably determined by the SPAC or the Company and certified in writing thereby to each Security Holder, for any matters, actions or proposals to be approved by each Security Holder in connection with, or otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement and/or the Ancillary Agreements, each Security Holder shall vote (or cause to be voted) the such Security Holder’s Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) Securities in favor of the adoption of the Business Combination Agreement and the approval of the Mergerand/or consent to any such matters, actions or proposals promptly, and (2ii) each Security Holder shall vote (or cause to be voted) such Security Holder’s Subject Company Securities against and withhold consent (to the extent such Security Holder’s vote or consent is requested) with respect to (A) any Company Acquisition Proposal Competing Transaction or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 9.1 or 6.2 9.2 of the Business Combination Agreement not being satisfied. (b) Without limiting any other rights or remedies of AMHC, the Stockholder hereby irrevocably appoints AMHC or any individual designated by AMHC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, as reasonably requested in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted writing by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into SPAC or the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a)Company. (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1, other than customary prime broker arrangements. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Company Stockholder Consent and Related Matters. (a) The Parties hereby acknowledge that certain Ninth Amended and Restated Voting Agreement, dated as of August 2, 2019, by and among the Company and the Company Stockholders party thereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Voting Agreement”), and each of the Stockholder and the Company hereby consents to a waiver and termination of, and amendment to, any provision of the Voting Agreement solely to the extent that such provision conflicts with this Agreement (including, but not limited to, Section 6 of the Voting Agreement and its prohibition on granting proxies to any other person). The waiver, termination and amendment provided in this Section 1(a) shall be deemed effective a moment in time prior to subsections (b) through (g) of this Section 1. (b) Subject to the earlier termination of the this Agreement in accordance with Section 5its terms, (i) as promptly as reasonably practicable (and in any event within one five (15) Business DayDays) following the time at which the Registration Statement / Proxy Statement is declared becomes effective under the Securities Act, the Stockholder shall duly execute and deliver to the Company and AMHC an irrevocable written consent (ACTC the “Company Stockholder Written Consent”) in accordance with the DGCL, the Company’s Governing Documents Approvals under which it shall irrevocably and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents unconditionally consent to which the Company is or will be a party, and the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 5.13(b8.02(e) of the Business Combination Merger Agreement as (the “Approval”), including the Merger, the Preferred Conversion and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the extent provided herein. Without Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing in this Section 1(a)foregoing, prior to the Closing, the Stockholder shall vote (or cause to be voted) the Subject Company Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) Stock against and withhold consent with respect to (Ax) any Company Acquisition Proposal (including any Superior Proposal) or (By) any other matter, action or proposal that would reasonably be expected to result in (xA) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Merger Agreement or (yB) any of the conditions to the Closing set forth in Sections 6.1 9.01 or 6.2 9.02 of the Business Combination Merger Agreement not being satisfied; provided, that in the case or either (i) or (ii), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to such Stockholder. (bc) Without limiting any other rights or remedies of AMHCACTC, the Stockholder hereby irrevocably appoints AMHC ACTC or any individual designated by AMHC ACTC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitutingre-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a1(b), to include the Subject Company Shares Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a1(b) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written ConsentApprovals), . The proxy granted in each case, in this Section 1(c) shall expire upon the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a)termination of this Agreement. (cd) The proxy granted by the Stockholder pursuant to Section 1(b1(c) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC of ACTC entering into the Business Combination Agreement Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b1(c) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. Stock. (e) The vote Stockholder shall not hereafter, unless and until this Agreement terminates or consent of the proxyholder in accordance with Section 1(b) and with respect expires pursuant to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or its terms, purport to designate any other Person with the proxy or power to vote or provide consent of attorney with respect to the Subject Company Shares) Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters described set forth herein. (f) Except to the extent expressly provided in Section 1(a). The proxyholder may this Agreement, each of the Stockholder and the Company hereby agrees not exercise to amend, terminate or waive the proxy granted pursuant Voting Agreement, or any provision thereof, in a manner or with an effect adverse to Section 1(b) on any matter except for those matters described ACTC or its rights hereunder without the prior written consent of ACTC (such consent to be given or withheld in Section 1(aits sole discretion). (dg) Except as expressly set forth herein, at any time prior to For purposes of Section 4 of the Termination DateVoting Agreement, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person hereby acknowledges that the Transactions constitute a “Sale of the Company” and expressly and irrevocably agrees to vote or give instructions approve such Sale of the Company in any manner inconsistent with this resolutions on which the Company Shareholders vote, specifying that Section 1, other than customary prime broker arrangements. Any such vote 4 of the Voting Agreement shall be cast, or consent shall be given, in accordance with such procedures relating thereto so as apply to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentTransactions.