Common use of No Transfer Clause in Contracts

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, any existing voting arrangements expressly forth in the Letter Agreement, the Merger Agreement or any other Ancillary AgreementTransaction Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Founder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder any Founder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Founder Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (vB) take upon the consent of the Company and SPAC, (C) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, (D) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (E) in the case of an individual, pursuant to a qualified domestic relations order, (F) in the case of an individual, pursuant to a charitable gift or contribution, and (G) in the case of an entity, by virtue of such Founder Shareholder’s Organizational Documents upon liquidation or dissolution of such Founder Shareholder; provided that, in each case of clauses (A) through (G), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Founder Shareholder’s obligations under this Agreement is not relinquished or prior to, and as a condition to the effectiveness of any other action or such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Founder Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clauses (D), (E) or (F), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Contract that applicable Laws, including any securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablevoid.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company and SPAC or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement Agreement, the Merger Agreement, Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of SPAC, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Founder Holder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares. Each Founder Holder hereby agrees not to, and not to permit any Person under such Founder Holder’s control to deposit any of such Founder Holder’s Subject Shares in a voting trust or Purchaser Warrants, as applicablesubject any of the Subject Shares owned beneficially or of record by such Founder Holder to any arrangement with respect to the voting of such Subject Shares other than agreements entered into with Company.

No Transfer. (a) Other than (xa) pursuant to this Agreement, Agreement or (yb) upon the prior written consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form Company and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)SPAC, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contracts, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreement, pursuant to the Pre-Merger Reorganization; (ii) grant any proxies (other than a proxy granted to a representative of such Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrectincorrect in any material respect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract Contracts that would reasonably be expected to make any of its representations or warranties contained herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrect in any material respect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. (b) Notwithstanding the foregoing, no Shareholder shall be restricted from any of the following (collectively, “Permitted Transfers”): (i) Transfers to a partnership, limited liability company or other entity of which such Shareholder is the legal and beneficial owner of all of the outstanding equity securities or similar interests; (ii) Transfers (A) by gift to any of such Shareholder’s spouse, former spouse, domestic partner, child (including by adoption), father, mother, brother or sister, and the lineal descendant (including by adoption) of any of the foregoing persons (“Immediate Family Members”); (B) to a family trust, established for the exclusive benefit of such Shareholder or any of such Shareholder’s Immediate Family Members for estate planning purposes; (C) by virtue of laws of descent and distribution, including, but not limited to the Civil Code of Japan (Act No. 89 of 1896, as amended), upon death of such Shareholder; or (D) pursuant to a qualified domestic relations order; (iii) if such Shareholder is not a natural person, Transfers (A) to another Person that is an Affiliate of the Shareholder, or to any investment fund or other entity Controlling, Controlled by, managing or managed by or under common Control with the Shareholder or its Affiliates or who shares a common investment advisor with the Shareholder; or (B) as part of a distribution to members, partners or shareholders of the Shareholder via dividend or share repurchase; and (iv) if such Shareholder is not a natural person, Transfers by virtue of the Laws of the place of the Shareholder’s incorporation or establishment and the Shareholder’s Organizational Documents upon dissolution of the Shareholder; provided, however, that as a condition precedent to any such Permitted Transfer, each permitted transferee shall enter into a written agreement in substantially the same form as this Agreement agreeing to be bound by the terms and conditions of this Agreement applicable to the Shareholder conducting such Permitted Transfer (including Section 5.1). (c) Any action attempted to be taken in violation of the preceding sentence this Section 5.2 will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 5.2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the Merger Agreement or other Ancillary AgreementTransaction Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder any Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (vB) take upon the consent of the Company and SPAC, and (C) by virtue of such Shareholder’s Organizational Documents upon liquidation or dissolution of such Shareholder; provided that, in each case of clauses (A) through (C), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Shareholder’s obligations under this Agreement is not relinquished or prior to, and as a condition to the effectiveness of any other action or such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clause (C), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Contract that applicable Laws, including any securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablevoid.

No Transfer. (a) Other than (xi) pursuant to this Agreement, Agreement or (yii) upon the prior written consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form Company and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)SPAC, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Sponsor Party shall not, directly or indirectly, (i) (aA) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Securities to any Person other than set forth in this Agreement or any other Ancillary Agreement, pursuant to the Merger; (iiB) grant any proxies (other than a proxy granted to a representative of such Sponsor Party to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject SharesSecurities), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, Securities; (iiiC) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor Party herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrectincorrect in any material respect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor Party from performing its obligations hereunder, ; or (ivD) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein (disregarding any qualifications and exceptions contained therein relating to materiality, “material”, “material adverse” or any similar qualification or exception) untrue or incorrect in any material respect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor Party from performing any of its obligations hereunder. . (b) Notwithstanding the foregoing, no Sponsor Party shall be restricted from any of the following (collectively, “Permitted Transfers”): (i) Transfers to a partnership, limited liability company or other entity of which such Sponsor Party is the legal and beneficial owner of all of the outstanding equity securities or similar interests; (ii) Transfers (A) by gift to any of such Sponsor Party’s spouse, former spouse, domestic partner, child (including by adoption), father, mother, brother or sister, and the lineal descendant (including by adoption) of any of the foregoing persons (“Immediate Family Members”); (B) to a family trust, established for the exclusive benefit of such Shareholder or any of such Sponsor Party’s Immediate Family Members for estate planning purposes; (C) by virtue of laws of descent and distribution upon death of such Sponsor Party; or (D) pursuant to a qualified domestic relations order; (iii) If such Sponsor Party is not a natural person, Transfers (A) to another Person that is an Affiliate of such Sponsor Party, or to any investment fund or other entity Controlling, Controlled by, managing or managed by or under common Control with such Sponsor Party or its Affiliates, as applicable, or who shares a common investment advisor with such Sponsor Party; or (B) as part of a distribution to members, partners or shareholders of such Sponsor Party via dividend or share repurchase; and (iv) If such Sponsor Party is not a natural person, Transfers by virtue of the Law of the place of such Sponsor Party’s incorporation and such Sponsor Party’s Organizational Documents upon dissolution of the Sponsor Party; provided, however, that as a condition precedent to any such Permitted Transfer, each permitted transferee shall enter into a written agreement in substantially the same form as this Agreement agreeing to be bound by the terms and conditions of this Agreement (including this Article V and Article VI). (c) Any action attempted to be taken in violation of the preceding sentence this Section 5.2 will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor Party hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting of the Subject Securities). Each Sponsor Party agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Sponsor Party shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableSecurities in violation of this Section 5.2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement the Merger Agreement, other Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Shares (i) pursuant to this Agreement, (vii) take upon the consent of the Company and SPAC, (iii) between Sponsor and any other action or of its Affiliates (and any of Sponsor’s and its affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), and (iv) by virtue of Sponsor’s Organizational Documents upon liquidation or dissolution of Sponsor, so long as, in each case of clauses (i) through (iv), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill Sponsor’s obligations under this Agreement and the Merger Agreement is not relinquished or prior to and as a condition to the effectiveness of any Contract such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was with respect to such transferred Subject Shares); provided, further, that in the case of clause (iv), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) Agreement or upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)SPAC, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Acquisition Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than the Tan Proxies and other than as set forth in this Agreement or the voting and other arrangements under the Shareholders’ Agreement as of the date hereof, the ESOP as of the date hereof and as it may be amended as permitted under the Business Combination Agreement and the Company Charter as of the date hereof and as it may be amended with respect to the matters described in Section 6.1 of the Company Disclosure Letter or any other Ancillary Agreementamendment approved by SPAC, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement, (y) upon During the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from period commencing on the date hereof and ending on the earlier to occur of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly, (i) the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Effective Time and (aii) the valid termination of the Merger Agreement in accordance with its terms (the earlier of such dates, the “Termination Date”), no Required Member shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange ActAct (collectively “Transfer”), and the rules and regulations with respect to any shares of the Securities and Exchange Commission promulgated thereunderAcquiror Common Stock, any Subject Shares or Purchaser units of Acquiror (“Acquiror Units”), Acquiror Warrants, as applicableor any other Equity Securities of Acquiror that such Required Member owns or acquires record or beneficial ownership of after the date hereof until the Termination Date, (bcollectively, the “Subject Acquiror Equity Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, Acquiror Equity Securities or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (ii); provided, however, that nothing herein shall prohibit a Transfer of any Subject Acquiror Equity Securities with the prior written consent of Acquiror and the Company (which consent shall not be unreasonably withheld, conditioned, or delayed) by private sales made at or prior to the consummation of the Merger if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and Acquiror, to assume all of the obligations of the transferring Required Member under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 2(a) shall not relieve the transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 2(a) with respect to the Subject Acquiror Equity Securities shall be null and void. (b) During the period commencing on the date hereof and ending on the Termination Date, except in connection with the consummation of the Transactions, or with the prior written consent of Acquiror, no Required Member shall, directly or indirectly, (i) Transfer or enter into any Contract or option with respect to the actions Transfer of any of the Subject Company Equity Securities; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Company Equity Securities, (iii) publicly announce any intention to effect any transaction specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement i) or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iiiiv) take any action that would make any representation or warranty of any such Purchaser Stockholder Required Member contained herein untrue or incorrect, incorrect or have the effect of preventing or disabling such Purchaser Stockholder Required Member from performing its obligations hereunderunder this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of any such Required Member (iv) commit or agree a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to take any such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and Acquiror, to assume all of the foregoing actionsobligations of such transferring Required Member under, (vand be bound by all of the terms of, this Agreement with respect to such transferred Subject Company Equity Securities; provided, further, that any Transfer permitted under this Section 2(b) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying shall not relieve such Purchaser Stockholder from performing any transferring Required Member of its obligations hereunderunder this Agreement. Any action attempted to be taken Transfer in violation of this Section 2(b) with respect to the preceding sentence will Subject Company Equity Securities shall be null and void ab initiovoid. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder Nothing in this Agreement shall not request that Purchaser register the Transfer (by book-entry prohibit direct or otherwise) indirect transfers of any certificated equity or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableother interests in a Required Member.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of Sponsor or a Purchaser Stockholder “permitted transferee” under the Sponsor Letter Agreement (provided that such Affiliate or permitted transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder Sponsor shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement the Merger Agreement, other Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Shareholder may make Transfers of the Subject Shares (i) upon the consent of the Company and ListCo, (vii) take any other action or enter into any Contract that would reasonably be expected to make between Shareholder and any of its representations or warranties contained herein untrue or incorrect or Affiliates (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing and any of Shareholder’s and its affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and ListCo, agreeing to be bound by this Agreement to the same extent as Shareholder was with respect to such transferred Subject Shares), and (iii) by virtue of Shareholder’s Organizational Documents upon liquidation or dissolution of Shareholder, so long as, in each case of clauses (i) through (iii), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill Shareholder’s obligations hereunderunder this Agreement and the Merger Agreement is not relinquished or prior to and as a condition to the effectiveness of any such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and ListCo, agreeing to be bound by this Agreement to the same extent as such ListCo Shareholder was with respect to such transferred Subject Shares); provided, further, that in the case of clause (iii), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser the Company and the Seller Representative ListCo that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other During the Exclusivity Period, other than (x) pursuant to this Agreement, (yw) upon the consent of both the Seller Representative PubCo and the Company, (x) permitted by this Agreement, or (zy) to an Affiliate of a Purchaser Stockholder such PubCo Shareholder (provided that that, in each case of the foregoing clauses (x) and (y), such Affiliate transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe PubCo and the Company, agreeing to be bound by this Agreement Agreement, and shall have the same rights and benefits under this Agreement, to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicabletransferring PubCo Shareholder), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such PubCo Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, Transfer any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”)Shares, other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement Agreement, the Merger Agreement, Transaction Documents or any the voting and other Ancillary Agreementarrangements under the Governing Documents of the PubCo, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder PubCo Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder PubCo Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder PubCo Shareholder agrees with, and covenants to, Purchaser the PubCo and the Seller Representative Company that such Purchaser Stockholder PubCo Shareholder shall not request that Purchaser the PubCo register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) Agreement or upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)SPAC, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgageassign or otherwise dispose of (including by gift, loantender or exchange offer, grant merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in, or enter into any Contract, option or derivative, right or warrant other arrangement (including any profit sharing arrangement) with respect to purchase or otherwise transfer, dispose any of or agree to transfer or dispose the foregoing of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and or regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableto any person other than pursuant to the Acquisition Merger, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, party any of the economic consequences of ownership of any the Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (iiiii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreementand the Company Charter (as of the date hereof and as it may be amended with SPAC’s approval), (iv) publicly announce any intention to effect any transaction specified in clause (i) through (iii) (the actions specified in (i) through (iii), collectively (a “Transfer”), other than pursuant to the Merger, (v) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or, (ivvi) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Notwithstanding the foregoing, the Company Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC. Any action attempted to be taken in violation of the preceding sentence sentences will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, any existing voting arrangements expressly forth in the Letter Agreement, the Merger Agreement or any other Ancillary AgreementTransaction Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Shares (w) pursuant to this Agreement, (vx) take between Sponsor and any other action or of the Permitted Transferees (provided that prior notice of such transfer shall be given to the Company and such Permitted Transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), (y) upon the consent of the Company and SPAC, and (z) by virtue of Sponsor’s Organizational Documents upon liquidation or dissolution of Sponsor; provided, further, that in the case of clause (z), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Contract that applicable Laws, including any securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder agrees withFor purpose of this Section 4.2, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder “Permitted Transferee” shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing mean any of the Subject Shares or Purchaser Warrants, as applicableCrescent Cove Capital Management and Crescent Cove Advisors.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of both the Seller Representative Parent and the Company or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that that, in each case of the foregoing clauses (x) and (z), such Affiliate transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Parent and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement Agreement, the Merger Agreement, Transaction Documents or any the voting and other Ancillary Agreementarrangements under the Governing Documents of the Company, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser the Parent and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the written consent of SPAC, (c) in connection with any transaction financing contemplated by the Seller Representative Merger Agreement, or (zd) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (iw) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (iix) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under SPAC’s Organizational Documents, (iiiy) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (ivz) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder Holder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement, Agreement or (yb) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)Company, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the Initial Merger; (ii) grant any proxies (other than as set forth in this Agreement or any other Ancillary a proxy granted to a representative of Sponsor to attend and vote at a stockholders meeting which is voted in accordance with this Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Sponsor agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 5.2.

No Transfer. Other During the Exclusivity Period, other than (x) pursuant to this AgreementAgreement (including in connection with Sections 5.1(a) and 5.2), (y) upon the consent of the Seller Representative Company and SPAC or (z) to an Affiliate of a Purchaser Stockholder such Lock-Up Party (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Lock-Up Party was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Lock-Up Party shall not, directly or indirectly, (ia) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transferdispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Business Combination, (iib) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Business Combination Agreement or any other Ancillary AgreementTransaction Documents, or the voting and other arrangements under the Organizational Documents of SPAC, (iiic) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Lock-Up Party herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Lock-Up Party from performing its obligations hereunder, or (ivd) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Lock-Up Party agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Lock-Up Party shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the such Lock-Up Party’s Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, the Amended and Restated Business Combination Agreement, including in connection with the Goal Merger, or the Ancillary Documents, (y) upon the consent of the Seller DV Shareholders Representative or (z) to an Affiliate of a Purchaser Goal Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserGoal, agreeing to be bound by this Agreement to the same extent as such Purchaser Goal Stockholder was with respect to its transferred Subject Shares or Purchaser Goal Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Goal Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Goal Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Goal Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Goal Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Goal Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Goal Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Goal Stockholder agrees with, and covenants to, Purchaser Goal and the Seller DV Shareholders Representative that such Purchaser Goal Stockholder shall not request that Purchaser Goal register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Goal Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of Purchaser, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder Holder agrees with, and covenants to, Purchaser and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe SPAC Effective Time, (yb) upon such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01 (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of SPAC, each Sponsor Party shall not, without the prior written consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectlyCompany, (i) (a) sell, offer to sell, assign, transfer (including by operation of law), contract or agree to sell, redeem, hypothecate, pledge, mortgagedistribute, loandispose of or otherwise encumber, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectlyindirectly (other than pursuant to any non-redemption agreements previously entered into by SPAC and the Sponsor and any non-redemption agreements that may be entered into by SPAC and the Sponsor in connection with the Business Combination), file (or participate in the filing of) a proxy statement or a registration statement with the SEC (other than the Proxy Statement and Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations with respect to any Subject Securities owned by such Sponsor Party or any options, warrants or right to acquire SPAC shares, or otherwise agree to do any of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableforegoing (unless the transferee agrees to be bound by this Support Agreement in a form reasonably acceptable to the Company), (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableSecurities owned by such Sponsor Party, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (iii) deposit any of the Subject Securities in a voting trust, enter into a voting agreement or subject any of the Subject Securities to any arrangement with respect to the voting of such Subject Securities, pursuant to this Support Agreement, or (civ) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ci), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable).

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall notno Major SPAC Shareholder shall, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than pursuant to the Merger or as set forth in this Agreement or any other Ancillary AgreementTransaction Agreements, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement the Merger Agreement, other Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the SPAC Organizational Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder any Major SPAC Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder any Major SPAC Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, any Major SPAC Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (vB) take upon the consent of the Company and SPAC, (C) between such Major SPAC Shareholder and any of its Affiliates (and any of such Major SPAC Shareholder’s and its Affiliates’ respective executive officers and directors), or to any other action Major SPAC Shareholder or such other person’s officers, directors, members, family members or other Affiliates (including any Affiliate of any member of Sponsor), (D) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, (E) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (F) in the case of an individual, pursuant to a qualified domestic relations order, (G) in the case of an individual, pursuant to a charitable gift or contribution, (H) by virtue of such Major SPAC Shareholder’s Organizational Documents upon liquidation or dissolution of such Major SPAC Shareholder, and (I) as disclosed on Section 7.02(a) of the SPAC Disclosure Schedules, so long as, in each case of clauses (A) through (I), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such Major SPAC Shareholder’s obligations under this Agreement and the Merger Agreement is not relinquished or prior to, and as a condition to the effectiveness of any such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Major SPAC Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clauses (E), (F), and (H), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Contract that applicable Laws, including any Securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Major SPAC Shareholder agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Major SPAC Shareholder shall not request that Purchaser SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary AgreementTransaction Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Shareholder may make Transfers of the Subject Shares (x) pursuant to this Agreement, (vy) take upon the consent of the Company and SPAC, and (z) by virtue of such Shareholder’s Organizational Documents upon liquidation or dissolution of such Shareholder; provided, further, that in the case of clause (z), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any other action applicable Laws, including any securities Laws, or enter into any Contract that would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablevoid.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to selltransfer, hypothecatetender, grant, pledge, mortgageassign or otherwise dispose of (including by gift, loantender or exchange offer, grant merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in, or enter into any Contract, option or derivative, right or warrant other arrangement (including any profit sharing arrangement) with respect to purchase or otherwise transfer, dispose any of or agree to transfer or dispose the foregoing of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableto any person other than pursuant to the Initial Merger, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any the Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce grant any intention to effect any transaction specified in clause proxies (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than as set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, (iv) publicly announce any intention to effect any transaction specified in each caseclauses (i) through (iii) (the actions specified in (i) to (iii), collectively a “Transfer”), other than as set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (iiiv) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (ivvi) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Notwithstanding the foregoing, the Sponsor may make Transfers of the Subject Shares (A) pursuant to this Agreement and (B) upon the consent of the Company and SPAC. Any action attempted to be taken in violation of the preceding sentence sentences will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Sponsor agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-book- entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this AgreementDeed, each Purchaser Stockholder Sponsor Party shall not, directly or indirectly, (i) (a) lend, sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledgecharge, mortgage, loanpledge or otherwise encumber, grant any option or derivativea security interest in, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Initial Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor Party herein untrue or incorrectincorrect in any material respect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor Party from performing its material obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor Party from performing any of its material obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor Party hereby authorizes and requests SPAC to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Deed places limits on the voting of the Subject Shares). Each Sponsor Party agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Sponsor Party shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the its Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement the Merger Agreement, other Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of ListCo, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Shareholder may make Transfers of the Subject Shares (i) upon the consent of the Company and ListCo, (vii) take any other action or enter into any Contract that would reasonably be expected to make between Shareholder and any of its representations or warranties contained herein untrue or incorrect or Affiliates (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing and any of Shareholder’s and its affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and ListCo, agreeing to be bound by this Agreement to the same extent as Shareholder was with respect to such transferred Subject Shares), and (iii) by virtue of Shareholder’s Organizational Documents upon liquidation or dissolution of Shareholder, so long as, in each case of clauses (i) through (iii), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill Shareholder’s obligations hereunderunder this Agreement and the Merger Agreement is not relinquished or prior to and as a condition to the effectiveness of any such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and ListCo, agreeing to be bound by this Agreement to the same extent as such ListCo Shareholder was with respect to such transferred Subject Shares); provided, further, that in the case of clause (iii), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser the Company and the Seller Representative ListCo that such Purchaser Stockholder Shareholder shall not request that Purchaser ListCo to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement, Agreement or (yb) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form Company and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)SPAC, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the Acquisition Merger; (ii) grant any proxies (other than as set forth in this Agreement or any other Ancillary a proxy granted to a representative of such Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder hereby authorizes and requests SPAC or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Such Shareholder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 5.2.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant the Acquisition Effective Time and (b) such date and time as the Business Combination Agreement shall be validly terminated in accordance with Section 10.01 thereof (the earliest of (a) and (b), the “Expiration Time”), each Company Shareholder (and any other Person to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred which any Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder are transferred) shall not, directly or indirectly, not (1) (i) (a) sell, offer to sell, exchange, contract or agree to sellsell or exchange, hypothecate, pledge, mortgageencumber, loanassign, convert, grant of any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, by operation of law or otherwise and whether voluntarily or involuntarily (collectively, “Transfer”), or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, thereunder with respect to any Subject Shares or Purchaser Warrants, as applicableSecurities, (bii) enter into any swap swap, derivative or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership and/or voting rights of any Subject Shares Shares, or Purchaser Warrantsany other derivative transaction with respect to, as applicableany Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, otherwise or (ciii) communicate, whether publicly announce or otherwise any intention to effect any transaction specified in clause (ai) or (b) ii); (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii2) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, ) with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary the Business Combination Agreement, ; (iii3) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Company Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, ; or (iv4) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Company Shareholder may (v1) take make Transfers of the Subject Shares pursuant to this Agreement or by virtue of such Company Shareholder’s Organizational Documents upon liquidation or dissolution of such Company Shareholder; provided, that in each case, the power to vote (including, without limitation, by proxy or power of attorney) and to otherwise fulfill such Company Shareholder’s obligations under this Agreement is not relinquished or prior to, and as a condition to the effectiveness of any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted Transfer, such transferee shall agree in writing to be taken in violation of bound by this Agreement to the preceding sentence same extent as such Company Shareholder was with respect to such transferred Subject Shares; provided further, that any transfer pursuant to which the transferee will not be required to assume voting obligations will be null and void ab initio. Each Purchaser Stockholder agrees withand (2) pledge or otherwise encumber any Subject Securities as security for bona fide indebtedness of a Company Shareholder, provided that (i) the pledging or encumbering Company Shareholder shall at all times remain the beneficial owner of such Subject Securities; and covenants to(ii) the pledging or encumbering Company Shareholder shall retain and exercise all voting rights with respect to such Subject Securities, Purchaser and in each case for the Seller Representative that duration of such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry pledge or otherwise) encumbrance or otherwise until any enforcement of any certificated such pledge or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableencumbrance in accordance with its terms.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon During the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from period commencing on the date of this Agreement until hereof and ending on the date of termination of this AgreementExpiration Time, each Purchaser Stockholder the Company Shareholder shall not, directly or indirectly, not (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShares, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwiseShares, or (ciii) publicly announce any intention to effect any transaction transaction, including the filing of a registration statement, specified in clause (ai) or (bii), in each case of (i), (ii) and (iii), other than in connection with the actions specified in Transactions (clauses (a)-(ci), (ii) and (iii), collectively, a “Transfer”). Notwithstanding the foregoing, other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would the Company Shareholder may make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC, (C) by virtue of the Company Shareholder’s Governing Documents upon liquidation or Purchaser Warrantsdissolution of the Company Shareholder; provided that, in each case of clauses (A) through (C), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill the Company Shareholder’s obligations under this Agreement is not relinquished, and as applicablea condition to the effectiveness of any such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as the Company Shareholder was with respect to such transferred Subject Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such SPAC Insider shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement the Business Combination Agreement, other Transaction Documents or any other Ancillary existing voting arrangements expressly set forth in the Letter Agreement, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder SPAC Insider herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder any SPAC Insider from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such SPAC Insider may make Transfers of the Subject Shares (A) pursuant to this Agreement, (vB) take to SPAC for no consideration for cancellation pursuant to the Non-Redemption Agreements, (C) upon the consent of the Company and SPAC, (D) between SPAC Insider and any other action or of its Affiliates (and any of SPAC Insider’s and its Affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as SPAC Insider was with respect to such transferred Subject Shares), and (E) by virtue of SPAC Insider’s Organizational Documents upon liquidation or dissolution of such SPAC Insider, so long as, in each case of clauses (A) through (E), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such SPAC Insider’s obligations under this Agreement and the Business Combination Agreement is not relinquished or prior to and as a condition to the effectiveness of any Contract such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such SPAC Insider was with respect to such transferred Subject Shares); provided, further, that in the case of clause (E), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to make materially delay or impede the Proxy/Registration Statement being declared effective under the Securities Act. Each SPAC Insider acknowledges that any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will shall be null and void ab initiovoid. Each Purchaser Stockholder SPAC Insider agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder SPAC Insider shall not request that Purchaser SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 4.2.

No Transfer. Other During the Exclusivity Period, other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company and SPAC or (zy) to an Affiliate of a Purchaser Stockholder such Company Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Company Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Company Shareholder shall not, directly or indirectly, (ia) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transferdispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the First Merger, (iib) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement or any other Ancillary AgreementTransaction Agreements, or the voting and other arrangements under the Organizational Documents of the Company, (iiic) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Company Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Company Shareholder from performing its obligations hereunder, or (ivd) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Company Shareholder agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Company Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xw) pursuant to this Agreement, (yx) upon the written consent of Purchaser, (y) in connection with any transaction financing contemplated by the Seller Representative Business Combination Agreement, or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserPurchaser and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under Purchaser’s Organizational Documents, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder H▇▇▇▇▇ agrees with, and covenants to, Purchaser and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) Unless expressly permitted pursuant to this the Term Loan Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Debtors shall not, directly or indirectlywithout the prior written consent of Lender, (i) (a) sell, offer to sellassign, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, lease, charter, encumber, hypothecate or dispose of or agree to transfer or dispose of, directly or indirectlythe Collateral, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwisepart thereof, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares)interest therein, or enter into any other agreementagreement to do any of the foregoing, and additionally, with respect to the Pledged Securities, the Debtors shall not grant any Subject Sharesoption, warrant, or other right with respect to, any of the Pledged Securities. No Debtor will exercise any preemptive right that it may be granted as a member or shareholder of the Issuers in each caseits organizational documents. (b) Unless expressly permitted pursuant to the Term Loan Agreement, other than to the extent any Issuer is controlled by any Debtor and/or its Affiliates, without the prior written consent of Lender, (i) except as set forth in this Agreement the HNRA OpCo A&R LLC Agreement, such Debtor shall not permit such Issuer to issue any additional Equity Interests either in addition to or in substitution for the Pledged Securities, except issuances to such Debtor on terms acceptable to Lender, and in connection with any other Ancillary Agreementsuch acceptable issuance, such Debtor shall pledge hereunder immediately upon such Debtor’s acquisition (directly or indirectly) thereof, any and all additional Equity Interests of the Issuers, (ii) each Debtor shall not permit such Issuer to sell, lease, or dispose of all or substantially all of its assets in a single transaction or a series of transactions, (iii) take any action that would make any representation each Debtor shall promptly perform, observe, and otherwise comply in all material respects with each and every covenant, agreement, requirement, and condition set forth in its organizational documents, and shall do or warranty cause to be done all things necessary or appropriate to keep each of such Purchaser Stockholder herein untrue or incorrect, or have the Issuers in full force and effect and the rights of preventing or disabling such Purchaser Stockholder from performing its obligations hereundereach Debtor and Lender thereunder unimpaired, (iv) commit or agree to take any such Debtor shall notify Lender of the foregoing actionsoccurrence of any default or breach or event of default or breach under its organizational documents, and (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder Debtor shall not request that Purchaser register consent to the Transfer merger, consolidation, entering into a plan of division (by book-entry or otherwiseany comparable event) of any certificated Issuer with any other Person or uncertificated the wind-up, liquidation dissolution of any Issuer. (c) The Debtors shall take any action necessary, required, or reasonably requested by Lender to allow it to fully enforce its security interest representing in the Collateral, including, without limitation, the filing of any of claims to allow Lender to fully enforce its security interest in the Subject Shares Collateral with any court, liquidator, trustee, custodian, receiver, or Purchaser Warrants, as applicableother like person or party.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserAcquiror and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of Acquiror, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder H▇▇▇▇▇ agrees with, and covenants to, Purchaser Acquiror and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the written consent of the Seller Representative Company or (zc) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShareholder Shares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (iw) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShareholder Share, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (iix) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Company’s Organizational Documents, (iiiy) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (ivz) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShareholder Shares.

No Transfer. Other than (xw) pursuant to this Agreement, (yx) upon the written consent of SPAC, (y) in connection with any transaction financing contemplated by the Seller Representative Business Combination Agreement, or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this AgreementAgreement in accordance with its terms, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under SPAC Governing Documents, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling delaying such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder Holder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserAcquiror and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableFounder Shares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer transfer, forfeit or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableFounder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Founder Shares), or enter into any other agreement, with respect to any Subject Founder Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of Acquiror, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, actions or (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser Acquiror and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableFounder Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such SPAC Insider shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loancharge, assign by way of security, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement the Business Combination Agreement, other Transaction Documents or any other Ancillary Agreementexisting voting arrangements expressly set forth in the SPAC Insider Letter, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder SPAC Insider herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder any SPAC Insider from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such SPAC Insider may make Transfers of the Subject Shares (A) pursuant to this Agreement, (vB) take upon the consent of the Company and SPAC, (C) between SPAC Insider and any other action or of its Affiliates (and any of SPAC Insider’s and its Affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as SPAC Insider was with respect to such transferred Subject Shares), and (D) by virtue of SPAC Insider’s Organizational Documents upon liquidation or dissolution of such SPAC Insider, so long as, in each case of clauses (A) through (D), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such SPAC Insider’s obligations under this Agreement and the Business Combination Agreement is not relinquished or prior to and as a condition to the effectiveness of any Contract such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such SPAC Insider was with respect to such transferred Subject Shares); provided, further, that in the case of clause (D), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to make materially delay or impede the Proxy/Registration Statement being declared effective under the Securities Act. Each SPAC Insider acknowledges that any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will shall be null and void ab initiovoid. Each Purchaser Stockholder SPAC Insider agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder SPAC Insider shall not request that Purchaser SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 2.2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserAcquiror and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of Acquiror, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder Holder agrees with, and covenants to, Purchaser Acquiror and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserAcquiror and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer transfer, forfeit or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of Acquiror, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, actions or (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser Acquiror and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser Acquiror register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Initial Merger, (ii) grant any proxies (other than as set forth in this Agreement) or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Sponsor agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder the Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this the Business Combination Agreement or any other Ancillary AgreementTransaction Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder the Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder the Shareholder from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (vB) take upon the consent of the Company and SPAC, and (C) if the Shareholder is an entity, by virtue of the Shareholder’s Organizational Documents upon liquidation or dissolution of the Shareholder, so long as, in each case of clauses (A) through (C), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill the Shareholder’s obligations under this Agreement and the Business Combination Agreement is not relinquished or prior to and as a condition to the effectiveness of any other action or such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as the Shareholder was with respect to such transferred Subject Shares); provided, further, that in the case of clause (C), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Contract that applicable Laws, including any securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue or incorrect or (vi) would have impede the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderProxy/Registration Statement being declared effective under the Securities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder The Shareholder agrees with, and covenants to, Purchaser the Company and SPAC that the Seller Representative that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 4.2.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the consent of the Seller Representative Parent or (zc) to an Affiliate of a Purchaser Stockholder such Company Securityholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and Parent, agreeing to assume all of the obligations of such Company Securityholder hereunder and to be bound by this Agreement to the same extent as such Purchaser Stockholder Company Securityholder was with respect to its such transferred Subject Shares Shares) and any such transfer to an Affiliate does not relieve such Company Securityholder from any liability or Purchaser Warrantsobligations hereunder, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Company Securityholder shall not, directly or indirectly, (i) (aA) convey, sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgagetender, gift, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (bB) enter into any swap contract, option, swap, derivative, forward sale, hedging or similar transaction by which any economic risks or rewards or ownership of, or voting rights or other arrangement that transfers by which any economic risks or reward or ownership of, or voting rights with respect to anotherthe Subject Shares are transferred or affected, in whole or in part, other agreement or arrangement or understanding (including any profit- or loss-sharing arrangement) with respect to or related to any or all of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction transaction, agreement, arrangement or understanding is to be settled by delivery of such securities, in cash or otherwise, or (cC) consent to or approve any of the actions specified in clauses (A) or (B) or publicly announce any intention to effect any transaction specified in clause (aA) or (bB) (the actions specified in clauses (a)-(cA)-(C), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise with respect to any Subject Shares (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, agreement with respect to any Subject SharesShares or agree, commit or enter into any understanding with respect to any of the foregoing, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Company Securityholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Company Securityholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Company Securityholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Company Securityholder agrees with, and covenants to, Purchaser Parent and the Seller Representative Company that such Purchaser Stockholder Company Securityholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares. If any involuntary Transfer of the Subject Shares occurs (including a sale by a Company Securityholder’s trustee in any bankruptcy, or Purchaser Warrantsa sale to a purchaser at any creditor’s or court sale), the transferee (which term, as applicableused herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect in accordance with the terms and conditions hereof until the expiration of this Agreement.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShareholder Shares), from the date of this Agreement until the date of termination of this AgreementAgreement in accordance with its terms, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShareholder Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Company’s Governing Documents, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling delaying such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShareholder Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the prior written consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of SPAC, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder Holder authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Such Founder Holder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other From the date hereof and until the Merger Closing, Shareholder shall not, directly or indirectly (other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative other parties hereto or (z) to an Affiliate of a Purchaser Stockholder Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe other parties hereto, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly), (i) (a) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunderthereunder with respect to, any of the Subject Shares or Purchaser Warrants, as applicableShares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securitiesSubject Shares, in cash or otherwise, or (c) publicly announce make public announcement of any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any pursuant to the Merger and the other Ancillary AgreementTransactions, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), ) or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Agreement and Plan of Merger, other Transaction Documents or any the voting and other Ancillary Agreementarrangements under the Governing Documents of PubCo, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser the SPAC and the Seller Representative PubCo that such Purchaser Stockholder Shareholder shall not request that Purchaser PubCo register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the prior written consent of the Seller Representative SPAC or (z) to an Affiliate of a Purchaser Stockholder CORE Capital (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder CORE Capital was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder CORE Capital shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder CORE Capital herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder CORE Capital from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder CORE Capital from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder CORE Capital authorizes and requests the Company or the SPAC to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). CORE Capital agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder CORE Capital shall not request that Purchaser Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Seller Representative SPAC or (z3) to an Affiliate of a Purchaser Stockholder such Member (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, the Company and SPAC agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Member was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableInterests), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Member shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableInterest, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableInterests, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject SharesInterests), or enter into any other agreement, with respect to any Subject SharesInterests, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the organizational documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Member herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Member from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Member from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Member agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Member shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableInterests.

No Transfer. Other than From the date of this Agreement until the earlier of (xi) the Closing and (ii) the termination of this Agreement in accordance with its terms, each Founder Holder shall not, directly or indirectly, Transfer any Subject Shares, except: (a) pursuant to this Agreement, ; (yb) upon with the prior written consent of SPAC; (c) in connection with any transaction financing expressly contemplated by the Seller Representative Merger Agreement; or (zd) to an Affiliate of a Purchaser Stockholder (such Founder Holder, provided that such Affiliate shall enter enters into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was Founder Holder with respect to its such transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination Shares. For purposes of this Agreement, each Purchaser Stockholder shall not“Transfer” means, directly or indirectly, with respect to any Subject Shares: (i) (a) to sell, offer to selloffer, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase purchase, or otherwise transfer, dispose of or agree to transfer encumber (including by gift, tender or dispose ofexchange offer, directly merger, by operation of Law or indirectlyotherwise), or establish or increase a “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of the Exchange Act, Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, ; (bii) to enter into any swap swap, hedging or other similar arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any such Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such in securities, in cash or otherwise, ; or (ciii) to publicly announce any intention to effect any transaction specified described in clause (ai) or (b) (the actions specified in clauses (a)-(cii), collectivelyor enter into any contract, “Transfer”)option or arrangement (including any profit-sharing arrangement) with respect thereto, other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger. In addition, each Founder Holder shall not: (iix) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed trust or otherwise similar arrangement (including, but not limited to, pursuant to including any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, in SPAC’s Organizational Documents; (iiiy) take any action that would make cause any representation or warranty of such Purchaser Stockholder Founder Holder herein to be untrue or incorrect, or have the effect of preventing that would prevent or disabling materially impair such Purchaser Stockholder Founder Holder from performing its obligations hereunder, ; or (ivz) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any attempted action attempted to be taken in violation of the preceding sentence will this Section 4.2 shall be null and void ab initiovoid. Each Purchaser Stockholder Founder Holder further agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not to request that Purchaser SPAC register the any Transfer of Subject Shares (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, other than as applicableexpressly permitted hereby.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the written consent of the Seller Representative such Company or (zc) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and such Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShareholder Shares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (iw) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShareholder Share, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (iix) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under such Company’s Organizational Documents, (iiiy) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (ivz) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser SPAC and the Seller Representative such Company that such Purchaser Stockholder Shareholder shall not request that Purchaser such Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShareholder Shares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative SPAC or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer transfer, forfeit or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the governing documents of SPAC, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, actions or (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser and the Seller Representative SPAC that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Seller Representative Buyer, or (z3) to an Affiliate of a Purchaser such Company Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserBuyer, agreeing to be bound by this Agreement to the same extent as such Purchaser Company Stockholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser such Company Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Company Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Company Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to (1) make any of its representations or warranties contained herein untrue or incorrect or (vi2) would have the effect of preventing or delaying such Purchaser Company Stockholder from performing any of its obligations hereunder, in the case of either (1) or (2), in a manner which would impede, disrupt, prevent or otherwise adversely affect the consummation of the Merger. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Such Company Stockholder agrees with, and covenants to, Purchaser and the Seller Representative Buyer that such Purchaser Company Stockholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Purchaser or (z) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder transferring Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder agrees with, and covenants to, Purchaser and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to under this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to selltransfer, hypothecatetender, grant, pledge, mortgageassign or otherwise dispose of (including by gift, loantender or exchange offer, grant merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in, or enter into any Contract, option or derivative, right or warrant other arrangement (including any profit sharing arrangement) with respect to purchase or otherwise transfer, dispose any of or agree to transfer or dispose the foregoing of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the promulgated rules and regulations of the Securities and Exchange Commission promulgated thereunderSEC, with respect to any Subject Shares or Purchaser Warrants, as applicableto any person, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any the Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce grant any intention to effect any transaction specified in clause proxies (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than as set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to including under any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, (iv) publicly announce any intention to effect any transaction specified in each caseclauses (i) through (iii) (the actions specified in (i) to (iii), collectively a “Transfer”), other than as set forth in this Agreement or any other Ancillary Agreementunder the Merger, (iiiv) take any action that would make any representation or warranty of such Purchaser Stockholder herein Sponsor untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunderobligations, or (ivvi) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Notwithstanding the foregoing, the Sponsor may make Transfers of the Subject Shares (A) under this Agreement and (B) upon the consent of the Company and SPAC. Any action attempted to be taken in violation of the preceding sentence sentences will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Sponsor agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative SPAC or (z) by a Shareholder that is a Key Executive, to an Affiliate a Permitted Entity of a Purchaser Stockholder such Shareholder (provided that such Affiliate Permitted Entity shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder transferring Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Acquisition Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than the Tan Proxies and other than as set forth in this Agreement or the voting and other arrangements under the Shareholders’ Agreement as of the date hereof, the ESOP as of the date hereof and as it may be amended as permitted under the Business Combination Agreement and the Company Charter as of the date hereof and as it may be amended with respect to the matters described in Section 6.1 of the Company Disclosure Letter or any other Ancillary Agreementamendment approved by SPAC, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (xthe “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. (a) From and after the execution and delivery of this Agreement until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to this Agreementthe provisions of Section 8.1 (Termination), no Selling Securityholder shall (other than in connection with the Closing of the Transactions), directly or indirectly, (yi) upon the consent grant any proxy, power-of the Seller Representative attorney, or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into any voting trust or other agreement or arrangement with respect to the voting of any the Shares held by such Selling Securityholder, (ii) sell, assign, transfer, pledge, encumber or otherwise dispose of (including, without limitation, by merger, consolidation, sale, liquidation, dissolution, dividend, distribution or otherwise by operation of law), or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance or other disposition of (including, without limitation, by merger, consolidation, sale, liquidation, dissolution, dividend, distribution or otherwise by operation of Law), any Shares other than, no later than ten (10) Business Days prior to Closing, to Affiliates or family members for estate purposes (provided, as a written agreementcondition to such transfer, such transferee executes and delivers a joinder, in form and substance reasonably satisfactory to Purchaser), agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares a Selling Securityholder, or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not(iii) knowingly, directly or indirectly, (i) (a) sell, offer to sell, contract take or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within cause the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership taking of any Subject Shares other action that is intended to restrict, limit or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery interfere with the performance of such securitiesSelling Securityholder’s obligations hereunder or the transactions contemplated hereby, in cash excluding any bankruptcy filing or otherwiseany action required by applicable Law (each, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, a “Transfer”), other than set forth . (b) Any action taken in this Agreement or violation of Section 6.14(b) (No Transfer) shall be null and void ab initio. If any other Ancillary Agreement, (ii) grant involuntary Transfer of any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise of the Shares shall occur (including, but not limited to, a sale by any Selling Securityholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to any loan the provisions of Subject SharesSection 8.1 (Termination), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

No Transfer. Other than (xa) pursuant From and after the Effective Date and until the Expiration Time, unless this Agreement is terminated in accordance with section 5.2, subject to this Agreementsection 3.1(b) and except for Permitted Share Liens, such Stockholder shall not (i) Transfer (as defined below) any of such Stockholder’s Shares, or any right or interest therein (or consent to any of the foregoing), (yii) upon enter into any Contract with respect to any Transfer or Encumbrance of such Stockholder’s Shares or any interest therein, (iii) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of the Seller Representative such Stockholder’s Shares, or (ziv) to an Affiliate deposit or permit the deposit of any of such Stockholder’s Shares into a Purchaser Stockholder (provided that such Affiliate shall voting trust or enter into a written agreementvoting agreement or arrangement with respect to any of such Stockholder’s Shares. If any involuntary Transfer of any or all of such Stockholder’s Shares occurs, the transferee (and any subsequent transferees) must take and hold such Shares in accordance with the terms of this Agreement. (b) Notwithstanding the foregoing section 3.1(a), such Stockholder may make Transfers of Shares (i) to any Permitted Transferee, in form and substance reasonably satisfactory to Purchaser, agreeing which case the Shares shall continue to be bound by this Agreement and provided that any such Permitted Transferee agrees in writing to be bound by the same extent as such Purchaser Stockholder was terms of this Agreement with respect to its transferred Subject such Shares or Purchaser Warrants, as applicable), from that are subject to such Transfer and delivers a copy of such executed written agreement to Parent prior to the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership consummation of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether in accordance with the terms of a trading plan established by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, the Stockholder pursuant to any loan of Subject Shares), Rule 10b5-1 under the Exchange Act prior to the Effective Date or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty as Parent may otherwise agree in writing in its reasonable discretion. (c) For purposes of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.this Agreement:

No Transfer. Other During the Exclusivity Period, other than (x) pursuant to this AgreementAgreement (including in connection with Sections 5.1(a) and 5.2), (y) upon the consent of the Seller Representative Company and SPAC or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (ia) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transferdispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the First Merger, (iib) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement or any other Ancillary AgreementTransaction Agreements, any proxy granted in favor of the person(s) designated by SPAC included in the extension Proxy Statement or Proxy Statement/Prospectus, or the voting and other arrangements under the Organizational Documents of SPAC, (iiic) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (ivd) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementsuch date and time as the Closing shall occur, (yb) upon such date and time as the Business Combination Agreement shall be validly terminated in accordance with Section 10.01 thereof and (c) the liquidation of SPAC (the earliest of (a), (b) and (c), the “Expiration Time”), Sponsor (and any other Person to which any Subject Securities are transferred) shall not, without the prior written consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectlyCompany, (i1)(i) (a) issue, sell, offer to sell, exchange, contract or agree to sellsell or exchange, hypothecate, pledge, mortgageencumber, loanassign, convert, grant of any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, by operation of law or otherwise and whether voluntarily or involuntarily (collectively, “Transfer”), or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, thereunder with respect to any Subject Shares or Purchaser Warrants, as applicableSecurities, (bii) enter into any swap swap, derivative or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership and/or voting rights of any Subject Shares Securities, (iii) file, confidentially submit or Purchaser Warrants, as applicablecause to become effective a registration statement under the Securities Act relating to the offer and sale of any Subject Securities or (iv) communicate, whether any such transaction is to be settled by delivery of such securities, in cash publicly or otherwise, or (c) publicly announce otherwise any intention to effect any transaction specified in clause (ai) or (b) ii); (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii2) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, Securities) with respect to any Subject SharesSecurities, in each case, other than as set forth in this Agreement or any other Ancillary the Business Combination Agreement, ; (iii3) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder the Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, ; or (iv4) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Company Shareholder shall not, directly or indirectly, (i) (aa)(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any of such Company Shareholder’s Subject Shares or Purchaser Warrants, as applicableShare, (bii) enter into any “short sale” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, all types of direct and indirect stock pledge (other than pledge in the ordinary course of business as part of prime brokerage arrangements), forward sales contract, option, put, call, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Company Shareholder’s Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, including through non-U.S. broker dealers or foreign regulated brokers or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci) to (iii), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (iib) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of any of such Company Shareholder’s Subject Shares), or enter into any other agreement, with respect to any such Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary the Business Combination Agreement, the Ancillary Agreements or the voting and other arrangements under the organizational documents of the Company, (iiic) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Company Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Company Shareholder from performing its obligations hereunder, or (ivd) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Company Shareholder may make Transfers of such Company Shareholder’s Subject Shares, (vA) take any other action pursuant to this Agreement or enter into any Contract that would reasonably be expected to make such Company Shareholder’s redemption rights under the memorandum and articles of association of the Company, (B) upon the consent of the Company and PAQC, (C) between such Company Shareholder and any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing Affiliates and any of such Company Shareholder’s and its Affiliates’ respective executive officers and directors (which Affiliates shall include any investment fund or other entity managing or managed by such Company Shareholder or Affiliates of such Company Shareholder, or who shares a common investment advisor with such Company Shareholder), (D) in the case such Company Shareholder is an individual, (i) by gift to a member of such individual’s immediate family, to a trust, the beneficiary of which is a member of such individual’s immediate family or an affiliate of such person, (ii) by virtue of laws of descent and distribution upon death of such individual, (iii) pursuant to a qualified domestic relations order and (iv) pursuant to a charitable gift or contribution, and (E) by virtue of such Company Shareholder’s organizational documents upon liquidation or dissolution of such Company Shareholder, provided that, in each case of clauses (A) through (E), such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and PAQC, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was with respect to such transferred Subject Shares; provided, further, in the case of clauses (D) and (E), the transferee will not be required to assume voting obligations hereunderif the transferee’s assumption of such obligations would violate any Applicable Laws. Any action attempted to be taken in violation of the preceding sentence this Section 4.02 will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablevoid.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe Effective Time, (yb) upon such date and time as the consent Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of the Seller Representative or clauses (za) to an Affiliate of a Purchaser Stockholder and (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicableb), from the date “Expiration Time”) and (c) the liquidation of this Agreement until the date of termination of this AgreementAcquiror, each Purchaser Stockholder Sponsor Party shall not, directly or indirectlyexcept in each case pursuant to the Merger Agreement, the Milk Equity Purchase Agreement and the transactions contemplated thereby, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Shares or Purchaser Subject Warrants, as applicable(ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Sponsor Agreement, (biii) enter into any swap swap, engage in hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableSubject Warrants owned by such Sponsor Party, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (civ) publicly announce any intention to effect any transaction specified in clause (ai) or through (biii) (the actions specified in clauses (a)-(ci)-(iv), collectively, a “Transfer”); provided, other than set forth in this Agreement or however, that the foregoing shall not prohibit Transfers between such Sponsor Party and any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty Affiliate of such Purchaser Stockholder herein untrue or incorrectSponsor Party, or have so long as, prior to and as a condition to the effect effectiveness of preventing or disabling any such Purchaser Stockholder from performing its obligations hereunderTransfer, (iv) commit or agree such Affiliate executes and delivers to take Acquiror and the Company a joinder to this Sponsor Agreement in substantially the form attached hereto as Annex A; provided, further, that any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying Transfer permitted under this Section 1.2 shall not relieve such Purchaser Stockholder from performing any Sponsor Party of its obligations hereunderunder this Sponsor Agreement. Any action attempted to be taken Transfer in violation of the preceding sentence will this Section 1.2 shall be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablevoid.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Seller Representative Aquiror or (z3) to an Affiliate of a Purchaser such Company Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and Acquiror, agreeing to be bound by this Agreement to the same extent as such Purchaser Company Stockholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser such Company Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Company Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Company Stockholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Company Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Such Company Stockholder agrees with, and covenants to, Purchaser Acquiror and the Seller Representative Company that such Purchaser Company Stockholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of both the Seller Representative Company and SPAC or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that that, in each case of the foregoing clauses (x) and (z), such Affiliate transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement Agreement, the Business Combination Agreement, Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement or the Business Combination Agreement, or (yb) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreementCompany and Parent, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to during the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this AgreementVoting Period, each Purchaser Stockholder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any Person other than pursuant to the Acquisition Merger; (ii) grant any proxies (other than as set forth in this Agreement or any other Ancillary a proxy granted to a representative of the Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject the Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) knowingly take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder the Shareholder herein untrue or incorrectincorrect in any material respect, or have the effect of preventing or disabling such Purchaser Stockholder the Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect in any material respect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder the Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder hereby authorizes and requests Parent or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting of the Shares). Each Shareholder agrees with, and covenants to, Purchaser Parent and the Seller Representative Company that such Purchaser Stockholder he/she/it shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 2.

No Transfer. Other than (xa) pursuant to this Agreement or the Business Combination Agreement, or (yb) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreementCompany and Parent, in form and substance reasonably satisfactory to Purchaserduring the Voting Period, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any Person other than pursuant to the Share Exchange; (ii) grant any proxies (other than as set forth in this Agreement or any other Ancillary a proxy granted to a representative of the Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject the Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) knowingly take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder the Shareholder herein untrue or incorrectincorrect in any material respect, or have the effect of preventing or disabling such Purchaser Stockholder the Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect in any material respect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder the Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder The Shareholder hereby authorizes and requests Parent or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting of the Shares). The Shareholder agrees with, and covenants to, Purchaser Parent and the Seller Representative Company that such Purchaser Stockholder the Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 2.

No Transfer. Other than Until the earlier of (xa) pursuant to this Agreement, the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Effective Time and (yb) upon the consent valid termination of the Seller Representative or Merger Agreement in accordance with its terms (zthe earliest such date under clause (a) and (b) being referred to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to herein as the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable“Termination Date”), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, not (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than any registration statement as may be required by the terms of the Merger Agreement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange ActAct (collectively “Transfer”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableAcquiror Equity Securities owned by the Sponsor, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled Acquiror Equity Securities owned by delivery of such securities, in cash or otherwise, the Sponsor or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii); provided, however, that nothing herein shall prohibit a Transfer: (x) to officers, directors, consultants or affiliates of the Sponsor or Acquiror; (y) to the actions specified in clauses Sponsor’s stockholders, partners or members upon the Sponsor’s liquidation; or (a)-(c)z) with the prior written consent of Acquiror and the Company (which consent shall not be unreasonably withheld, collectivelyconditioned, “Transfer”)or delayed) by private sales made at or prior to the consummation of the Merger at prices no greater than the price at which such securities were originally purchased provided that, other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant as a precondition to any loan of Subject Shares)such Transfer, or enter into any other agreementthe transferee agrees in a writing, with respect reasonably satisfactory in form and substance to any Subject SharesAcquiror and the Company, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any assume all of the foregoing actionsobligations of the Sponsor under, (v) take and be bound by all of the terms of, this Agreement; provided, further, that any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have Transfer permitted under this Section 2 shall not relieve the effect of preventing or delaying such Purchaser Stockholder from performing any Sponsor of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableunder this Agreement.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Shareholders’ Representative or (z) to an Affiliate of a such Purchaser Stockholder Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Subject Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each such Purchaser Stockholder Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares Share or Purchaser WarrantsSubject Warrant, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Subject Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Such Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser and the Seller Shareholders’ Representative that such Purchaser Stockholder Shareholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Subject Warrants, as applicable.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of both the Seller Representative Company and SPAC or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that that, in each case of the foregoing clauses (x) and (z), such Affiliate transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and SPAC, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the First Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement Agreement, the Merger Agreement, Transaction Agreements or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of SPAC, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser the Company and the Seller Representative SPAC that such Purchaser Stockholder Sponsor shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon During the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from period commencing on the date of this Agreement until hereof and ending on the date of termination of this AgreementExpiration Time, each Purchaser Stockholder Securityholder shall not, directly other than as may be necessary to consummate the Transactions or indirectlyas may be required by a court order or other law, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish file (or increase participate in the filing of) a put equivalent position registration statement with any Governmental Authority (other than filings or liquidate or decrease a call equivalent position within disclosures related to the meaning of Section 16 of the Exchange Act, Merger Agreement and the rules and regulations of the Securities and Exchange Commission promulgated thereunderTransaction) with respect to, any Subject Shares or Purchaser Warrantsany right, as applicabletitle or interest therein (including, without limitation, (a) grant any proxy or power of attorney or enter into a voting agreement or other arrangement with respect to the Subject Shares and (b) enter into, or deposit any Subject Shares into, a voting trust or taking any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by any of such Securityholder’s Subject Shares), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants(clauses (i) and (ii) collectively, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, a “Transfer”) or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii); provided, however, that (A) in the case of an individual, such Securityholder may Transfer any Subject Shares (x) by gift to a member of the actions specified individual’s immediate family or to a trust, the sole beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (y) by will, other testamentary document or virtue of laws of descent and distribution upon death of the individual; or (z) pursuant to a qualified domestic relations order; (B) in the case of an entity, such Securityholder may Transfer any Subject Shares to any partner, member, or affiliate of Securityholder; and (C) each Securityholder may Transfer any Subject Shares to the Company; provided, however, that in the case of clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, A) and (iiB) grant any proxies or these permitted transferees must enter into a written agreement with the Company and Parent agreeing to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Securityholder in a form acceptable to Parent, and the Securityholder shall remain liable for the failure of any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed transferee to comply with this Agreement. Any transfer or otherwise (including, but not limited to, pursuant to any loan attempted transfer of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken Shares in violation of the preceding sentence will any provision of this Agreement shall be null and void ab initioinitio and of no force or effect. Each Purchaser Stockholder agrees with, and covenants to, Purchaser The Securityholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement and the Seller Representative that Company shall, upon direction of Parent, impose a stop order to prevent such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableTransfer.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) Transfer by such Shareholder to his wholly owned Subsidiaries (subject to such wholly owned Subsidiary entering into a written agreement agreeing to be bound by the terms and conditions of this Agreement), or (c) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form Company and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable)SPAC, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the Acquisition Merger; (ii) grant any proxies (other than as set forth in this Agreement or any other Ancillary a proxy granted to a representative of such Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Shareholder hereby authorizes and requests SPAC or the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Subject Shares). Such Shareholder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 5.2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from From the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, with respect to any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(ca) to (c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement or any other Ancillary AgreementAdditional Agreements, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such Shareholder may make Transfers of the Subject Shares (x) pursuant to this Agreement, (vy) take upon the consent of Pubco and SPAC, and (z) by virtue of such Shareholder’s Organizational Documents upon liquidation or dissolution of such Shareholder; provided that, in each case of clauses (x) through (z), the power to vote (including, without limitation, by proxy or power of attorney) and to otherwise fulfill such Shareholder’s obligations under this Agreement is not relinquished or prior to, and as a condition to the effectiveness of any other action or such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to Pubco and SPAC, agreeing to be bound by this Agreement to the same extent as such Shareholder was with respect to such transferred Subject Shares; provided, further, that in the case of clause (z), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Contract that applicable Laws, including any securities Laws, or would reasonably be expected to make any of its representations materially delay or warranties contained herein untrue impede the Registration Statement or incorrect or (vi) would have Proxy Statement being declared effective under the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunderSecurities Act. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablevoid.

No Transfer. Other From the date hereof and until the Merger Closing, Shareholder shall not, without the written consent of the SPAC and the other parties hereto, directly or indirectly (other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (zAgreement or(y) to an Affiliate of a Purchaser Stockholder Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe other parties hereto, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly), (i) (a) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunderthereunder with respect to, any of the Subject Shares or Purchaser Warrants, as applicableShares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securitiesSubject Shares, in cash or otherwise, or (c) publicly announce make public announcement of any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary pursuant to the Reorganization and the transactions contemplated under the Business Combination Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), ) or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement Agreement, the Business Combination Agreement, other Transaction Documents or any the voting and other Ancillary Agreementarrangements under the Governing Documents of Squirrel HoldCo or Squirrel Cayman, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder void, Shareholder agrees with, and covenants to, Purchaser the SPAC, Squirrel HoldCo and the Seller Representative Squirrel Cayman that such Purchaser Stockholder Shareholder shall not request that Purchaser Squirrel HoldCo or Squirrel Cayman register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x1) pursuant to this Agreement, (y2) upon the consent of the Seller Representative Aquiror or (z3) to an Affiliate of a Purchaser Stockholder such Company Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe Company and Acquiror, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Company Shareholder was with respect to its such transferred Subject Shares Shares) or Purchaser Warrants, (4) with respect to the Excluded ▇▇▇▇▇ Transfer (as applicabledefined below), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Company Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Company Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Company Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Company Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Company Shareholder agrees with, and covenants to, Purchaser Acquiror and the Seller Representative Company that such Purchaser Stockholder Company Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares Shares. For purposes of this Section 4.2, “Excluded ▇▇▇▇▇ Transfer” means (x) the transfer by ▇▇▇▇▇▇ ▇▇▇▇▇ of up to 1,000,000 shares Acquiror Common Stock acquired at the Effective Time pursuant to the Merger (including any community, marital or Purchaser Warrantssimilar interest in such shares held by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇) pursuant to a privately negotiated sale transaction consummated within 30 calendar days after the Effective Time of the Merger and (y) the entry into any agreement in connection with the a sale and transfer of shares of Acquiror Common Stock as described in the immediately preceding clause (x), as applicablewhether entered into before, at or after the Effective Time of the Merger.

No Transfer. Other than (xa) pursuant to this Agreement or the Merger Agreement, or (yb) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreementCompany and the Corporation, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to during the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this AgreementVoting Period, each Purchaser Stockholder of the Shareholders shall not, directly or indirectly, (i) (a) sell, offer to selltransfer, contract or agree to selltender, hypothecategrant, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase assign or otherwise transfer, dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, interest in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any Person other than pursuant to the Merger Agreement; (ii) grant any proxies (other than as set forth in this Agreement or any other Ancillary a proxy granted to a representative of the Shareholder to attend and vote at a shareholders meeting which is voted in accordance with this Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject the Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, ; (iii) knowingly take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder the Shareholder herein untrue or incorrectincorrect in any material respect, or have the effect of preventing or disabling such Purchaser Stockholder the Shareholder from performing its his obligations hereunder, ; or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract contract that would reasonably be expected to make any of its his representations or warranties contained herein untrue or incorrect in any material respect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder the Shareholder from performing any of its his obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder of the Shareholders hereby authorizes and requests the Company or the Corporation to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting of the Shares). Each of the Shareholders agrees with, and covenants to, Purchaser the Company and the Seller Representative Corporation that such Purchaser Stockholder he shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablein violation of this Section 2.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC, PubCo and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShareholder Shares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShareholder Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser SPAC, PubCo and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shareholder Shares. Each Shareholder hereby agrees not to, and not to permit any Person under such Shareholder’s control to deposit any of such Shareholder’s Shareholder Shares in a voting trust or Purchaser Warrants, as applicablesubject any of the Shareholder Shares owned beneficially or of record by such Shareholder to any arrangement with respect to the voting of such Shareholder Shares other than agreements entered into with SPAC.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserPurchaser and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShareholder Shares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShareholder Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShareholder Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shareholder Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shareholder Shares), or enter into any other agreement, with respect to any Subject Shareholder Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Company’s Organizational Documents, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser and the Seller Representative Company that such Purchaser Stockholder Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShareholder Shares.

No Transfer. Other than (x) pursuant In addition to this the restrictions on transfer set forth in the Voting Letter Agreement, during the period commencing on the date hereof and ending on the earlier to occur of (yi) upon the consent First Effective Time and (ii) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.01 thereof (the earlier of the Seller Representative or (zi) to an Affiliate of a Purchaser Stockholder and (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicableii), from the date of this Agreement until the date of termination of this Agreement“Expiration Time”), each Purchaser Stockholder Sponsor, other than as may be required by a Governmental Order or other Law, agrees that it shall not, directly or indirectlyindirectly (including through any entity deemed to be an “affiliate” under the Securities Act of 1933, as amended, or the Exchange Act), (i) (a) sell, offer to sell, contract contract, or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeto purchase, right or warrant to purchase place a lien on, transfer (including by operation of law), distribute, encumber or otherwise transfer, dispose of any of the Sponsor Shares or agree Seven Oaks Sponsor Warrants or enter into any contract, option or other agreement or undertaking to transfer do any of the foregoing (collectively, a “Transfer”), (ii) engage in any hedging or dispose ofother transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of the Sponsor Shares or Seven Oaks Sponsor Warrants, (iii) directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position position, within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Sponsor Shares or Purchaser Seven Oaks Sponsor Warrants, as applicable, (biv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Sponsor Shares or Purchaser Seven Oaks Sponsor Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (cv) publicly announce any intention to effect any transaction specified in clause (ai), (ii), (iii) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Sharesiv), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iiivi) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or materially delaying the performance of such Purchaser Stockholder from performing any of its Sponsor’s obligations hereunder. Any action attempted Notwithstanding the foregoing, this shall not prohibit (A) the exchange of Private Placement Warrants pursuant to Section 7(c) hereof and (B) a Transfer of Sponsor Shares or Seven Oaks Sponsor Warrants to any partner, member or Affiliate of such Sponsor, provided that such Transfer shall be permitted only if, prior to or in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Acquiror and the Company, to assume all of the obligations of such Sponsor with respect to such Transferred securities and to be taken in violation bound by the terms of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicablethis Agreement.

No Transfer. Other than From and after the date hereof and until the earlier of (x) pursuant to this Agreement, the termination of the Merger Agreement in accordance with its terms and (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreementClosing, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to neither SAP nor its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall notAffiliates shall, directly or indirectly, (i) without the prior written consent of Parent, (a) sell, offer create or permit to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant exist any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 Lien on any of the Exchange Actequity interests of Qualtrics owned, and of record or beneficially, by SAP or its Affiliates (the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any “Subject Shares or Purchaser Warrants, as applicableShares”), (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including by sale or merger, by tendering into any tender or exchange offer, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any swap or other derivative arrangement that transfers with respect to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement any of the Subject Shares, or any other Ancillary Agreementright, title or interest therein (including any right or power to vote to which SAP or such Affiliate may be entitled) (or consent to any of the foregoing), (iic) grant any proxies or enter into (or cause to be entered into) any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed agreement or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, arrangement with respect to any Transfer of the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any the Subject Shares, in each case, other than as set forth in this Agreement (e) deposit or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty permit the deposit of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action Subject Shares into a voting trust or enter into any Contract that would reasonably be expected a voting agreement or arrangement with respect to make any of its representations or warranties contained herein untrue or incorrect the Subject Shares, or (vif) would have the effect of preventing approve or delaying such Purchaser Stockholder from performing consent to any of the forgoing; provided, that, notwithstanding the foregoing, SAP may transfer its obligations hereunderSubject Shares to any direct or indirect wholly-owned subsidiary of SAP to the extent such wholly-owned Subsidiary agrees to be bound by the terms of this Section 7. Any action attempted to be taken in violation of the preceding sentence will foregoing provisions of this Section 7 shall be null and void ab initio. Each Purchaser Stockholder agrees withFor the avoidance of doubt, nothing in this Section 7 shall prohibit (i) the exercise or settlement of awards under the Company Stock Plans outstanding on the date of this Agreement (or granted following the date of this Agreement to the extent permitted by the Merger Agreement), (ii) the withholding of Shares to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans, (iii) the acquisition of Shares in connection with a cashless exercise of Company Options, (iv) the acquisition by Qualtrics of Shares pursuant to a re-purchase plan that was publicly announced prior to the date hereof and covenants to, Purchaser and (v) the Seller Representative that acquisition by the Company of Stock Units in connection with the forfeiture of such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableawards.

No Transfer. Other than During the period commencing on the date hereof and ending on the earliest of (xa) pursuant to this Agreementthe closing of the Transaction, (yb) upon such date and time as the consent Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier to occur of the Seller Representative or (za) to an Affiliate of a Purchaser Stockholder and (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicableb), from the date “Expiration Time”) and (c) the liquidation of this Bright Lights (except that any transaction contemplated by the Business Combination Agreement until the date of termination of this Agreementshall not be considered a liquidation), each Purchaser Stockholder Sponsor shall not, directly or indirectly, not (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations with respect to any shares of the Securities and Exchange Commission promulgated thereunder, any Subject Shares Bright Lights Common Stock or Purchaser Warrants, as applicableBright Lights Warrants owned by such Sponsor, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares shares of Bright Lights Common Stock or Purchaser WarrantsBright Lights Warrants owned by such Sponsor (clauses (i) and (ii), as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, collectively a “Transfer”) or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (b) ii); provided, however, that nothing herein shall prohibit a Transfer to another Sponsor or an Affiliate of a Sponsor (the actions specified in clauses (a)-(c), collectively, a “Permitted Transfer”); provided, other than set forth further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of such Sponsor under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve a Sponsor of its obligations under this Agreement. Any Transfer in violation of this Section 1.2 with respect to a Sponsor’s Subject Shares shall be null and void. Nothing in this Agreement shall prohibit direct or any indirect transfers of equity or other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, interests in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableSponsor Holdco.

No Transfer. Other From the date hereof and until the Merger Closing, each Shareholder shall not, directly or indirectly (other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative other parties hereto or (z) to an Affiliate of a Purchaser Stockholder such Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaserthe other parties hereto, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly), (i) (a) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfertransfer or dispose of, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunderthereunder with respect to, any of its Subject Shares or Purchaser Warrants, as applicableShares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of its Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securitiesSubject Shares, in cash or otherwise, or (c) publicly announce make public announcement of any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any pursuant to the Merger and the other Ancillary AgreementTransactions, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of its Subject Shares), ) or enter into any other agreement, with respect to any of its Subject Shares, in each case, other than as set forth in this Agreement, the Agreement and Plan of Merger, other Transaction Documents or any the voting and other Ancillary Agreementarrangements under the Governing Documents of PubCo, (iii) take any action that would reasonably be expected to make any representation or warranty of such Purchaser Stockholder Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Purchaser Stockholder Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Shareholder agrees with, and covenants to, Purchaser the SPAC and the Seller Representative PubCo that such Purchaser Stockholder Shareholder shall not request that Purchaser PubCo register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the its Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Company or (z) to an Affiliate of a Purchaser Stockholder Sponsor (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Sponsor was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Initial Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of Purchaser, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Sponsor from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Sponsor agrees with, and covenants to, Purchaser Purchaser, Pubco and the Seller Representative Company that such Purchaser Stockholder Sponsor shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.

No Transfer. Other than (xa) pursuant to this Agreement, (yb) upon the written consent of SPAC, (c) in connection with any transaction financing contemplated by the Seller Representative Merger Agreement, or (zd) to an Affiliate of a Purchaser Stockholder (such Founder Holder; provided that such Affiliate in each case of clauses (a) through (d),such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to PurchaserSPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder Founder Holder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicable)Shares, from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder such Founder Holder shall not, directly or indirectly, (iw) (ai) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose ofof (including by gift, tender or exchange offer, merger or operation of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (ciii) publicly announce any intention to effect any transaction specified in clause (ai) or (bii) (the actions specified in clauses (a)-(ci)-(iii), collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Mergers, (iix) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under SPAC’s Organizational Documents, (iiiy) take any action that would make any representation or warranty of such Purchaser Stockholder Founder Holder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder Founder Holder from performing its obligations hereunder, or (ivz) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder Founder Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder Such Founder Holder agrees with, and covenants to, Purchaser SPAC and the Seller Representative Company that such Purchaser Stockholder Founder Holder shall not request that Purchaser SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser WarrantsShares, as applicableexcept for a Transfer made in accordance with this Agreement.

No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative Purchaser or (z) to an Affiliate of a Purchaser Stockholder the Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder transferring Shareholder was with respect to its such transferred Subject Shares or Purchaser Warrants, as applicableShares), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder the Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivativeoption, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicableShare, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicableShares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreementpursuant to the Acquisition Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any the voting and other Ancillary Agreementarrangements under the Organizational Documents of the Company, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder the Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder the Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions, (v) actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder the Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initiovoid. Each Purchaser Stockholder The Shareholder agrees with, and covenants to, Purchaser Purchaser, Pubco and the Seller Representative Company that such Purchaser Stockholder the Shareholder shall not request that Purchaser the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicableShares.