Common use of No Transfer Clause in Contracts

No Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with respect to any Subject Shares owned by such Company Securityholder, (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 owned by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder Stockholder agrees that such Company Securityholder Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with respect to any Subject Shares owned by such Company SecurityholderStockholder, (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 owned by such Company SecurityholderStockholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder Stockholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder the Sponsor shall not, without the prior written consent of Parentthe Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company Securityholderthe Sponsor, (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 Securities owned by such Company Securityholder, the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (aA) in the case to any of a Person who is not an individualParent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member Affiliates or any employees or consultants of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individualAffiliates; or (dC) in to any other Person, with the case consent of an individual, pursuant to a qualified domestic relations orderParent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (aA) through (dC), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Parent shall not register any sale, assignment or transfer of the any Subject Shares Securities on the CompanyParent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Closing, (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier to occur of (a) and (b), the “Expiration Time”) and (c) the liquidation of Acquiror (except that any transaction contemplated by the Merger Agreement shall not be considered a liquidation), each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Acquiror Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares shares of Acquiror Common Stock or Acquiror Warrants owned by such Company SecurityholderSponsor, (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 shares of Acquiror Common Stock or Acquiror Warrants owned by such Company SecurityholderSponsor (clauses (i) and (ii), collectively a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions nothing herein shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any prohibit a Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer Sponsor (a “Permitted TransfereeTransfer”) ); provided, further, that any Permitted Transfer shall have executed be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and delivered substance to Parent the Company, to assume all of the obligations of Sponsor under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Sponsor Support Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve Sponsor of its obligations under this Sponsor Support Agreement. Any Transfer in violation of this Agreement. The Company shall not register any sale, assignment or transfer of Section 1.2 with respect to the Sponsor’s Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During Each Shareholder hereby agrees, prior to the period commencing on Termination Date, not to (except in each case pursuant to the date hereof and ending on the Expiration TimeBusiness Combination Agreement), each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of Parent, (i) directly or indirectly, (iA) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or agree to dispose other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or transferotherwise), each with respect to any Subject Shares owned by such Company Securityholdereither voluntarily or involuntarily (collectively, “Transfer”), (iiB) enter into any swap Contract, option, or other arrangement that transfers or undertaking with respect to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares owned by such Company SecurityholderTransfer of, or (iiiC) deposit 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 materially inconsistent with this Agreement with respect to such Shareholder’s obligations under Section 1, hereto any of such Shareholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (iA), (ii) B), or (C), or (iii), collectively, a “Transfer”)) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing its obligations under this Agreement; provided, however, that the foregoing restrictions nothing herein shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any prohibit a Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (bi) in the case of an individual, (A) by gift to a member of such the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate of such individual Person, or to a charitable organization; , (cB) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; or (d) in the case of an individual, (C) pursuant to a qualified domestic relations order, or (D) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (ii) in the case of an entity, to an Affiliate of such Person; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the effectiveness obligations of any Permitted Transfer described in clauses (a) through (d)the transferor under, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of of, this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof 6(b) shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During The Shareholder hereby agrees not to, at any time prior to the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of ParentTermination Date, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, transfer, hypothecate, transferpledge, pledgeencumber, assign, hedge, swap, convert, grant any option to purchase or otherwise dispose of or agree to dispose of (including by merger (including by conversion into securities or transferother consideration), each by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, 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, with respect to any Subject of the Shareholder’s Covered Shares owned by such Company Securityholder(collectively, (ii) “Transfer”), or enter into any swap Contract or other arrangement that transfers option with respect to another, in whole or in partthe Transfer of, any of the economic consequences of ownership of any Subject Shares owned by such Company Securityholder, or (iiiShareholder’s Covered Shares,(ii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii)) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement; provided, collectivelyhowever, that nothing herein shall prohibit a Transfer to a Shareholder Affiliate (as defined below) (a “Permitted Transfer”); provided, howeverfurther, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)shall be permitted only if, as a precondition to such Transfer, the transferee agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent Qell and Holdco, to assume all of the Company a joinder or counterpart obligations of this Agreement pursuant to which such Permitted Transferee shall the Shareholder under, and be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 5(b) shall not relieve the Shareholder of its obligations under this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior 5(b) with respect to the ClosingShareholder’s Covered Shares shall be null and void.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, without No Interest (or any portion thereof) may be Transferred except with the prior written consent of Parent, directly or indirectly, the CIM Member (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with respect to any Subject Shares owned by such Company Securityholder, (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 owned by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who Co-Investor Member) or a Co-Investor Member Majority-in-Interest (in the case of the CIM Member), which consent in the case of a proposed Transfer by a Co-Investor Member shall not be unreasonably withheld by the CIM Member (unless the proposed transferee is not an individuala competitor of CMCT, to any Affiliate of such Person or to any member(s) of such Person the CIM Member or any of their Affiliates; respective Affiliates (b) as determined by the CIM Member in its sole but good faith discretion), in which case the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) CIM Member may withhold its consent in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations orderits sole discretion); provided, however, that, prior subject to and as Section 9.02, (A) each Member shall be entitled without the consent of the other Members to make the following Transfers: if the proposed transferor is a condition natural Person, (i) to a trust for the benefit of any immediate family member (father, mother, sister, brother, son, daughter, grandson and/or granddaughter) with respect to the effectiveness proposed transferor or (ii) by succession or testamentary disposition upon his death; (B) the CIM Member shall be entitled without the consent of any Permitted Transfer described other Member to make the following Transfers at any time or from time to time: (i) subject to clause (ix) of the definition of “Major Decisions” on Schedule 6, any Transfer(s) of any portion(s) of the Interest of the CIM Member (including all or any portion of the direct or indirect interests in clauses the CIM Member) at any time or from time to time; (aC) through if any Co-Investor Member or any direct or indirect member thereof is a pension fund, then any change in the beneficiaries or trustee(s) of such Co-Investor Member or member or transfers of direct and indirect interests in any such beneficiaries or trustee(s) is permitted without the consent of any other Member (dbut on at least ten (10) days’ prior written notice to the other Members in the case of any change in the trustee(s)); and (D) any direct or indirect owner of a Co-Investor Member may transfer or assign (but not pledge, the transferee hypothecate or encumber) its direct or indirect interest in such Permitted Co-Investor Member to a Controlled Affiliate thereof without the consent of any other Member (but on at least ten (10) days’ prior written notice to the other Members). Notwithstanding anything to the contrary contained herein, in the event of any Transfer (a “Permitted Transferee”of any portion(s) shall have executed of the Interests held by the CIM Member to any of its Affiliates, each of the CIM Member and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee Affiliate shall be bound by all jointly and severally liable for any breach of the applicable terms CIM Member’s or such Affiliate’s (as the case may be) duties and provisions of obligations under this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is Any Transfer not in compliance with this Section 1.3. During the period commencing on the date hereof Article IX shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid ab initio.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Second Merger Effective Time, (b) such date and time as the Business Combination Agreement has been terminated in accordance with its terms (the earlier of (a) and (b), the “Support Expiration Time”) and (c) the liquidation of GX, each Company Securityholder agrees that such Company Securityholder Shareholder shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of (each, a “Transfer”), directly or transferindirectly, each file (or participate in the filing of) a registration statement with the SEC (other than the Joint Proxy Statement and Form S-4) 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, with respect to any Subject Company Shares owned by such Company SecurityholderShareholder, (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 of Company Shares owned by such Company SecurityholderShareholder, or grant or enter into any proxy (except in accordance with this Agreement), voting trust or other agreement or arrangement with respect to the voting of any Company Shares owned by such Company Shareholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall will not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (aA) in a Company Shareholder’s transfer to an officer or director of the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person Company or any affiliate or family member of their Affiliatesany of the Company’s officers or directors; (bB) in the case of an individual, a Company Shareholder’s transfer to a member of such individualCompany Shareholder’s immediate family or to family, a trust, the beneficiary of which is a member of such individualCompany Shareholder’s immediate family, an Affiliate affiliate of such individual Company Shareholder or to a charitable organization; (cC) in the case of an individual, a transfer by virtue of Laws laws of descent and distribution upon death of such individualCompany Shareholder; or (dD) in the case of an individual, a transfer pursuant to a qualified domestic relations order; or (E) a transfer to satisfy tax withholding obligations in connection with the exercise of rights to purchase Company Shares or the vesting of stock-based awards, including without limitation, sell-to-cover transactions (each, a “Permitted Transfer”); provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company GX a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Any Transfer of any Company Shares in violation of any provision of this Agreement shall not register any sale, assignment be void ab initio and of no force or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingeffect.

No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Article X thereof (the earlier of clauses (a) and (b), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Joint Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Acquiror Common Shares or Acquiror Warrants owned by such Company SecurityholderSponsor, in each case that would be effective prior to the Expiration Time, (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 of Acquiror Common Shares or Acquiror Warrants owned by such Company SecurityholderSponsor, in each case that would be effective prior to the Expiration Time (clauses (i) and (ii) collectively, a “Transfer”) or (iii) agree to do, approve, or authorize any of the foregoing or publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to prohibit Transfers between Sponsor and any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trustSponsor, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)such Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed Affiliate or member executes and delivered delivers to Parent and the Company a joinder or counterpart of to this Sponsor Agreement pursuant to which such Permitted Transferee shall be bound by all of in the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.form attached hereto as Annex A.

No Transfer. During the period commencing on From the date hereof and ending on of this Sponsor Agreement until the Expiration Time, each Company Securityholder agrees that such Company Securityholder Founder Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (ia) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option option, 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 or transferSection 16 of the Exchange Act, each and the rules and regulations of the SEC promulgated thereunder, with respect to any Subject Shares owned by such Company SecurityholderShare, (iib) 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 owned Shares, whether any such transaction is to be settled by delivery of such Company Securityholdersecurities, in cash or otherwise, or (iiic) publicly announce any intention to effect any transaction specified in clause (ia) or (iib) (the actions specified in clauses (i), a) to (ii) or (iiic), collectively, a “Transfer”); provided, howeverother than pursuant to the Merger. Notwithstanding the foregoing, that such Founder Shareholder may make Transfers of the foregoing restrictions shall not apply Subject Shares (A) pursuant to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer this Sponsor Agreement, (aB) in upon the case consent of a Person who is not an individualthe Company and SPAC, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (bC) in the case of an individual, by gift to a member of such one of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate affiliate of such individual or to a charitable organization; person, (cD) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such the individual; or , (dE) 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 Governing Documents upon liquidation or dissolution of such Founder Shareholder; provided, however, provided that, prior 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 Sponsor Agreement is not relinquished, and as a condition to the effectiveness of any Permitted Transfer described 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 Sponsor 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 (aD), (E) through or (dF), 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 materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities Act. Any action attempted to be taken in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all violation of the applicable terms preceding sentence will be null and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of (a) and (b), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Acquiror Securities owned by such Company SecurityholderSponsor, (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 Acquiror Securities owned by such Company SecurityholderSponsor (each transaction specified in clauses (i) and (ii), a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply (x) a Sponsor may Transfer his, her or its Acquiror Securities to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer other Sponsor that has entered into or otherwise agreed to be bound by this Sponsor Agreement, or (ay) in the case of (A) if a Person who Sponsor is not an individual, such Sponsor may Transfer any such Acquiror Securities (1) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individualSponsor’s immediate family, or to a trust for the benefit of such Sponsor or any member of such Sponsor’s immediate family, the sole trustees of which are such Sponsor or any member of such Sponsor’s immediate family or to a trust(2) by will, other testamentary document or under the beneficiary laws of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in intestacy upon the case of an individual, by virtue of Laws of descent and distribution upon death of such individualSponsor; or (dB) if a Sponsor is an entity, such Sponsor may Transfer any Acquiror Securities to any partner, member, or affiliate of such Sponsor in accordance with the terms of the Acquiror Certificate of Incorporation, or (z) upon prior written notice to the Company and subject to the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), a Sponsor may Transfer his, her or its Acquiror Securities owned by such Sponsor to any Non-Redeeming Stockholders or Private Placement Investors or to holders of Acquiror Common Stock pursuant to Section 7.11 of the Merger Agreement; provided further, that in each case of an individualclauses (x), pursuant to (y) and (z), such transferee of such Acquiror Securities evidences in a qualified domestic relations order; provided, however, that, prior to and as a condition writing reasonably satisfactory to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in Company such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered transferee’s agreement to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of and subject to the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingsame extent as the Sponsor.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Timeearlier of (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 11.1 (Termination), each Company Securityholder agrees that such Company Securityholder the Shareholder shall not, without except in each case pursuant to or as contemplated by the prior written consent of ParentBusiness Combination Agreement (including pursuant to the Schemes), directly or indirectly, sell (i) sellincluding short sells), offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase purchase, tender, convert, encumber, assign or otherwise transfer or 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Covered Shares owned by such Company Securityholderthe Shareholder, either voluntarily or involuntarily (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 owned by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Covered Shares, provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer prohibit either (ai) the conversion or exchange of securities convertible into or exchangeable for Company Ordinary Shares or HoldCo Shares in accordance with their terms or (ii) Transfers between the case of a Person who is not an individual, to Shareholder and any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individualShareholder, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)such Transfer, the such transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed executes and delivered delivers to Parent and the Company a joinder or counterpart to this Company Holders Support Agreement in the form attached hereto as Annex A. The Shareholder hereby authorizes the Company to maintain a copy of this Company Holders Support Agreement pursuant to which such Permitted Transferee shall be bound by all at either the executive office or the registered office of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.

No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of clauses (a) and (b), the “Expiration Time”), each the Company Securityholder agrees that such Company Securityholder Shareholder shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderShares, (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 owned by such Company Securityholder(clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to prohibit Transfers between the Company Shareholder and any Permitted Affiliate of the Company Shareholder (each such Transfer. , a “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual”), to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, thatso long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to SPAC a joinder to this Agreement in substantially the form attached hereto as Annex A; provided, further, that any Transfer that is not a Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) under this Section 1.2 shall have executed and delivered to Parent and not relieve the Company a joinder or counterpart Shareholder of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of its obligations under this Agreement. The Any Transfer in violation of this Section 1.2 with respect to the Company shall not register any sale, assignment or transfer of the Shareholder’s Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Timeearlier of (a) the Closing and (b) the liquidation of Rigel, each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, (i) transfer (including by operation of law) sell, assign, exchange, offer to sell, contract or agree to sell, hypothecate, transferpledge, pledgeencumber, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Rigel Securities or Newco Securities owned by such Company SecurityholderSponsor, (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 shares of Rigel Securities or Newco Securities owned by such Company Securityholder, Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) of this sentence (the actions specified in clauses (i), (ii) or to (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions . Any attempted Transfer of Voting Shares (as defined below) or any interest therein in violation of this Section 1.2 shall be null and void ab initio. This Section 1.2 shall not apply prohibit a Transfer of Voting Shares by any Sponsor (or prohibit any Sponsor from entering into any contract, option or other agreement with respect to, or prohibit such Sponsor from consenting to, a Transfer of any of his, her or its Voting Shares or such Sponsor’s voting or economic interest therein) (A) to any Permitted Transfer. “Permitted Transfer” shall mean Affiliates or any Transfer (a) in the case of a Person who is not an individual, to any Affiliate member of such Person Sponsor’s immediate family or to any member(s) Affiliates of such Person or any of their Affiliates; Sponsor, (bB) by gift to (1) in the case of an individual, to a member of such individualSponsor’s immediate family or to family, (2) a trust, the beneficiary of which is, or is an Affiliate of, such Sponsor or, in the case of an individual, a member of such individualSponsor’s immediate family, an Affiliate of such individual or to (3) a charitable organization; , (cC) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; or death, (dD) in the case of an individual, pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement, (E) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (F) in the event of R▇▇▇▇’▇ liquidation prior to R▇▇▇▇’▇ completion of the Business Combination or (G) in the case of an entity, by virtue of the laws of such Sponsor’s jurisdiction of incorporation or organization, such Sponsor’s organizational documents or the rights attaching to the equity interests in such Sponsor upon dissolution of such Sponsor; provided, however, that, prior to and as a condition to that in the effectiveness case of any Permitted Transfer described in clauses (aA) through (dE), as a pre-condition to such Transfer, the transferee must agree in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent Rigel and the Company a joinder or counterpart of this Agreement pursuant Target Companies, to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Sponsor Agreement. The Company For purposes of this Sponsor Agreement, “immediate family” shall not register mean with respect to any salenatural person, assignment or transfer any of the Subject Shares on following: such person’s spouse or domestic partner, the Company’s stock ledger siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (book entry including adopted and step children and parents) of such person and his or otherwise) her spouses or domestic partners and siblings. Each Sponsor agrees that is not in compliance with during the term of this Section 1.3. During the period commencing on the date hereof and ending on the Expiration TimeSponsor Agreement, each Company Securityholder shall such Sponsor will not, without the prior written consent of Parentand will not permit any entity under such Sponsor’s control to, engage deposit any Voting Shares in a voting trust, grant any transaction involving the securities of Parent prior proxies with respect to the ClosingVoting Shares or subject any of the Voting Shares to any arrangement with respect to the voting of the Voting Shares except as contemplated in this Sponsor Agreement. Each Sponsor hereby revokes any and all previous proxies and attorneys in fact with respect to the Voting Shares.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder (a) Each Founder Holder agrees that such Company Securityholder shall not, without the prior written consent of Parentnot to, directly or indirectly, at any time prior to completion of the Business Combination (i) sell, offer to sellassign, contract or agree to selltransfer (including by operation of law), hypothecatemortgage, transfercharge, pledge, grant dispose of, permit to exist any option to purchase material lien with respect to, or otherwise dispose encumber (other liens or encumbrances arising under securities law or the Organizational Documents of VIH) or otherwise agree to dispose do any of or transfer, each the foregoing with respect to any Subject VIH Class B Ordinary Shares owned held by such Company SecurityholderFounder Holder, (ii) deposit any VIH Ordinary Shares held by such Founder Holder into a voting trust or enter into a voting agreement or arrangement or arrangement or grant any proxy or power of attorney with respect thereto inconsistent with this Agreement and the BCA and (iii) enter into any swap contract, option or other arrangement that transfers or undertaking with respect to anotherthe direct or indirect acquisition, in whole sale, assignment, transfer (including by operation of law) or in part, any of the economic consequences of ownership other disposition of any Subject VIH Ordinary Shares owned held by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”)Founder Holder; provided, however, provided that the foregoing restrictions shall not apply prohibit the transfer of VIH Ordinary Shares held by such Founder Holder (A) to VIH’s officers or directors, any Permitted Transfer. “Permitted Transfer” shall mean affiliate or family member of any Transfer (a) in the case of a Person who is not an individualVIH’s officers or directors, to any Affiliate members, partners or equityholders of Sponsor or their affiliates, any affiliates of Sponsor, or any employees of such Person or to any member(s) of such Person or any of their Affiliatesaffiliates; (bB) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate affiliate of such individual or to a charitable organization; (cC) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; or (dD) in the case of an individual, pursuant to a qualified domestic relations order; or (E) pursuant to the VIH Merger (clauses (A) through (E), collectively, the “Permitted Transfers”); provided, howeverhowever that in the case of clauses (A) through (D), these permitted transferees must enter into a written agreement with VIH agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement. (b) Each Founder Holder further agrees that, prior to and as a condition to the effectiveness other than in respect of any Permitted Transfer described in clauses Transfer, such Founder Holder will not transfer any VIH Private Warrants (aor any VIH Class A Ordinary Shares underlying the VIH Private Warrants) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered at any time prior to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all completion of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the ClosingBusiness Combination.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article XI (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder the Sponsor shall not, without the prior written consent of Parentthe Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company Securityholderthe Sponsor, (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 Securities owned by such Company Securityholder, the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (aA) in the case to any of a Person who is not an individualParent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member Affiliates or any employees or consultants of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individualAffiliates; or (dC) in to any other Person, with the case consent of an individual, pursuant to a qualified domestic relations orderParent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (aA) through (dC), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Parent shall not register any sale, assignment or transfer of the any Subject Shares Securities on the CompanyParent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing1.2.

No Transfer. During Other than (a) pursuant to this Agreement, (b) upon the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of Parentthe Company, (c) in connection with any transaction financing contemplated by the Merger Agreement or (d) to an Affiliate of such Shareholder; provided that in each case of clauses (a) through (d), such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to SPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Shareholder was with respect to such transferred Shareholder Shares), from the date of this Agreement until the date of termination of this Agreement, such Shareholder shall not, directly or indirectly, (w) (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of (including by gift, tender or transferexchange offer, each with respect to 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 SEC promulgated thereunder, any Subject Shares owned by such Company SecurityholderShareholder Share, (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 owned Shareholder Shares, whether any such transaction is to be settled by delivery of such Company Securityholdersecurities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i), (ii) or (iiii)-(iii), collectively, a “Transfer”); provided, howeveror 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 pursuant to the Mergers, (x) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Shareholder Shares), or enter into any other agreement, with respect to any Shareholder Shares, in each case, other than as set forth in this Agreement or the voting and other arrangements under the Company’s Organizational Documents, (y) take any action that would make any representation or warranty of such Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Shareholder from performing its obligations hereunder, or (z) commit or agree to take any of the foregoing restrictions shall not apply actions or take any other action or enter into any Contract that would reasonably be expected to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or make any of their Affiliates; (b) its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the case of an individualpreceding sentence will be null and void. Each Shareholder agrees with, to a member of such individual’s immediate family or to a trustand covenants to, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent SPAC and the Company a joinder or counterpart of this Agreement pursuant to which that such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Shareholder shall not request that the Company register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger Transfer (book by book-entry or otherwise) that is not of any certificated or uncertificated interest representing any of the Shareholder Shares, except for a Transfer made in compliance accordance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the ClosingAgreement.

No Transfer. During the period commencing on From the date hereof and ending on until the Expiration Time, notwithstanding anything to the contrary in any Investment Agreement, each Company Securityholder agrees that such Company Securityholder Stockholder shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderShares, (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 Agreement, or (iii) 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 owned by such Company SecurityholderShares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”), except, in each case, for any Transfers of Subject Shares from a Company Stockholder (x) who is an entity, to any partner, member or Affiliate thereof and (y) who is an individual, (A) to any member of such Company Stockholder’s immediate family, or to a trust for the benefit of the Company Stockholder or any member of such Company Stockholder’s immediate family, the sole trustees of which are the Company Stockholder any member of its immediate family or (B) by will, other testamentary document or under the Laws of intestacy upon the death of such Company Stockholder (a “Permitted Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)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 dMY, to assume all of the obligations of such Permitted Transfer (a “Permitted Transferee”) shall have executed Company Stockholder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.3 shall not relieve a Company Stockholder of its obligations under this Agreement. The Any Transfer in violation of this Section 1.3 with respect to a Company shall not register any sale, assignment or transfer of the Stockholder’s Subject Shares on the Company’s stock ledger (book entry shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingeffect.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Timeearlier of (a) the Closing, each Company Securityholder agrees that (b) the liquidation of SPAC and (c) such Company Securityholder date and time as the Business Combination Agreement is validly terminated in accordance with its terms, the Insiders shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, assign, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares SPAC Equity owned by such Company SecurityholderInsider, (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 SPAC Equity owned by such Company SecurityholderInsider, or (iii) publicly announce any intention to effect effect, or take any action in furtherance of, any transaction specified in clause (i) or (ii); provided, that, transfers of SPAC Equity are permitted (A) to SPAC’s officers or directors, any affiliates or family members of any of SPAC’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (clauses B) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; and (i)C) in connection with a distribution to profit interest holders, (ii) limited partners, members, shareholders or (iii), collectively, a “Transfer”)other equity holders of or other holders of equity interests in the Sponsor; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of clauses (A) through (C), these permitted transferees must enter into a Person who is not an individual, written agreement agreeing to any Affiliate assume all of the obligations under this Agreement with respect to the SPAC Equity to be transferred by such Person or Insider and to any member(s) of such Person or any of their Affiliates; be bound by the transfer restrictions set forth in this Agreement (b) in to the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations orderextent applicable); provided, howeverfurther, that, prior to and as a condition to no transfer permitted under this Section 1.2 shall relieve the effectiveness Insiders of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of their other obligations under this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 (Termination/Effectiveness) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of Acquiror, each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company SecurityholderSponsor, (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 Securities owned by such Company Securityholder, Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) to any of Acquiror’s officers or directors, any affiliate or family member of any of Acquiror’s officers or directors; (b) in the case of a Person who is not an individual, to any Affiliate affiliate of such Person or to any member(s) of such Person or any of their Affiliatesaffiliates; (bc) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate affiliate of such individual or to a charitable organization; (cd) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (de) in the case of an individual, pursuant to a qualified domestic relations order; or (f) by virtue of the laws of the State of Delaware or the Sponsor Holdco’s limited liability company agreement upon dissolution of the Sponsor Holdco; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (df), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent Acquiror and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.

No Transfer. During Other than (a) pursuant to this Agreement or (b) upon the period commencing on consent of the Company and SPAC, during the Interim Period, each Signing Seller (from the date hereof and ending on the Expiration Time, each Company Securityholder agrees that which such Company Securityholder Signing Seller becomes a party to this Agreement) shall not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to selltransfer, contract or agree to selltender, hypothecate, transfergrant, pledge, grant any option to purchase assign or otherwise dispose of (including by gift, tender or agree exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to dispose transfer the economic interest in (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Company Shares to any Person other than pursuant to the Share Exchange; or (ii) grant any proxies (other than as set forth in this Agreement or a proxy granted to a representative of such Signing Seller to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or transferenter into any voting arrangement, each whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of the Company Shares), or enter into any other agreement, with respect to any Subject Shares owned by such Company Securityholder, (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 owned by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”)Shares; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. prohibit the transfer of Company Shares by a Signing Seller under the following circumstances (collectively, “Permitted Transfer” shall mean any Transfer Transfers”): (aA) in the case to a Signing Seller or an affiliate of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their AffiliatesSigning Seller; (bB) in the case of an individualas a bona fide gift or gifts, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or (C) to a charitable organization; (cD) in to a trust, or other entity formed for estate planning purposes for the case primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the Signing Seller or any other person with whom the Signing Seller has a relationship by blood, marriage or adoption not more remote than first cousin; (E) if the Signing Seller is an individual, by virtue of Laws of descent and distribution will or intestate succession upon the death of such individualSigning Seller; or (dF) in the case by operation of an individuallaw, such as pursuant to a qualified domestic relations orderorder or the dissolution of marriage or civil union (including, without limitation, a divorce settlement); (G) if the Signing Seller is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the undersigned or its affiliates; and (H) the Company or an affiliate of the Company; provided, howeverfurther, thatthat for such Transfer to be considered a Permitted Transfer, prior such transferee shall execute a Seller Joinder agreeing to and become a party to this Agreement as a condition Seller (except in the case of a Transfer to the effectiveness Company or made as a bona fide gift). Any action attempted to be taken in violation of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed preceding sentence will be null and delivered to Parent void and the Company shall refuse to approve and register any Transfer which is not a joinder Permitted Transfer. Each Signing Seller hereby authorizes and requests SPAC or counterpart the Company to notify the Company’s transfer agent or such other Person with the responsibility for maintaining the Company’s register of this Agreement pursuant members that there is a stop transfer order with respect to which such Permitted Transferee shall be bound by all of the applicable terms Company Shares (and provisions that this Agreement places limits on the voting of this Agreementthe Company Shares). The Each Signing Seller agrees with, and covenants to, SPAC and the Company that such Signing Seller shall not request that the Company register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger Transfer (book by book-entry or otherwise) that is not of any certificated or uncertificated interest representing any of the Company Shares in compliance with violation of this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing9.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest to occur of (a) the Effective Time, (b) 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 Acquiror, each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Acquiror Sponsor Shares, Acquiror Sponsor Units or Acquiror Sponsor Warrants owned by such Company SecurityholderSponsor (“Subject 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 Acquiror Sponsor Shares, Acquiror Sponsor Units or Acquiror Sponsor Warrants owned by such Company SecurityholderSponsor (clauses (i) and (ii) collectively, “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i)Transfer, (ii) or (iii), collectively, a “Transfer”)other than pursuant to this Agreement and with the consent of the Company; provided, however, that the foregoing restrictions shall not apply prohibit Transfers by Sponsor (A) to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer of its affiliates (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or and any of their Affiliates; (b) in the case of an individualSponsor’s and its affiliates’ respective executive officers and directors), to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)such Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed affiliate or person executes and delivered delivers to Parent and the Company a joinder or counterpart of to this Agreement pursuant in a form reasonably acceptable to which the Company, and/or (B) to any third party unaffiliated with Sponsor (a “Third Party”) (1) provided that, if such Permitted Transferee shall Third Party is a shareholder of Acquiror, such Third Party agrees in writing not to exercise his, her or its Redemption Rights with respect to any shares of Acquiror Common Stock owned by such Third Party, or (2) in connection with any purchase or commitment to purchase by such Third Party of any Acquiror Common Stock, Company Stock or other equity interests or securities of Acquiror or the Company, including convertible securities. Any action attempted to be bound by all taken in violation of the applicable terms preceding sentence will be null and provisions of this Agreementvoid. The Sponsor agrees with, and covenants to, Acquiror and the Company that Sponsor shall not request that Acquiror register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger Transfer (book by book-entry or otherwise) that is not in compliance with this Section 1.3. During of any certificated or uncertificated interest representing any of the period commencing on Subject Securities other than Transfers permitted by the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingforegoing proviso.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Closing, (b) such date and time as the MIPA shall be terminated in accordance with Section 10.1 thereof (the earlier to occur of (a) and (b), the “Expiration Time”) and (c) the liquidation of Acquiror (except that any transaction contemplated by the MIPA shall not be considered a liquidation), each Company Securityholder agrees that such Company Securityholder Sponsors shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares shares of Acquiror Common Stock or Acquiror Warrants owned by such Company SecurityholderSponsors, (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 shares of Acquiror Common Stock or Acquiror Warrants owned by such Company SecurityholderSponsors (clauses (i) and (ii), collectively a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions nothing herein shall not apply prohibit a Transfer to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer Sponsor (a “Permitted TransfereeTransfer”) ); provided, further, that any Permitted Transfer shall have executed be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and delivered substance to Parent the Company, to assume all of the obligations of the Sponsor under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Sponsor Support Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve Sponsors of their obligations under this Sponsor Support Agreement. Any Transfer in violation of this Agreement. The Company shall not register any sale, assignment or transfer of the Section 1.2 with respect to a Sponsor’s Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During the period commencing on the date hereof and ending on the Expiration earliest to occur of (a) the Effective Time, each Company Securityholder agrees (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof[, (c) such date and time that such Company Securityholder the Merger Agreement (including any exhibits, schedules or agreements referred to therein) shall notbe amended, modified or supplemented without the prior written consent of Parentthe Company Stockholder and (d) such date and time that a provision in the Merger Agreement shall be waived by the Company without the prior written consent of the Company Stockholder]1 (the earliest of clauses (a), directly or indirectly(b)[, (c) and (d),] the “Expiration Time”), the Company Stockholder shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderShares, (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 owned by such Company Securityholder(clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in prohibit Transfers between the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or Company Stockholder and any of their Affiliates; its affiliates (b) in and any of the case of an individualCompany Stockholder’s and its affiliates’ respective executive officers and directors), to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described such Transfer, such affiliate or person executes and delivers to Acquiror a joinder to this Agreement in clauses (a) through (d), the transferee in a form reasonably acceptable to such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent affiliate or person and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the ClosingAcquiror.

No Transfer. During Stockholder hereby represents and covenants that, during the period commencing on the date hereof and ending on the earliest of (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.1 (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Stockholder shall not, without the prior written consent of ParentSPAC, directly or indirectly, (i) sell, assign, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement / Proxy Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to to, any Subject Shares Securities owned by such Company SecurityholderStockholder, (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 security, whether any such transaction is to be settled by delivery of any Subject Shares Securities owned by such Company SecurityholderStockholder, in cash or otherwise, (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or through (iii), ) collectively, a “Transfer”)) or (iv) agree to do, approve, or authorize any of the following; provided, however, that the foregoing restrictions shall not apply to Stockholder may Transfer any Permitted Transfer. “Permitted Transfer” shall mean any Transfer such Subject Securities (a) in to (i) any officers, directors or employees of the case of a Person who is not an individualCompany or their respective Affiliates or family members, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) as a bona fide gift or gifts or charitable contribution, (c) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (d) in the case of an individual, (i) by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate of such individual person, or to a charitable organization; , (cii) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; the individual or (diii) in the case of an individual, pursuant to a qualified domestic relations orderorder or (e) pursuant to the Contribution Agreement (each a “Permitted Transfer”); provided, howeverfurther, that, prior to and as a condition to the effectiveness of that any Permitted Transfer described in clauses (a) through (d)shall be permitted only if, as a precondition to such Transfer, the transferee agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent the Company, to assume all of the obligations of Stockholder under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Shareholder Agreement; provided, further, that any Transfer permitted under this Section 1.2(a) shall not relieve Stockholder of its obligations under this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof 1.2(a) shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid ab initio.

No Transfer. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.01 thereof (the earlier of (a) and (b), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Parent Securities owned by such Company SecurityholderSponsor, (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 Parent Securities owned by such Company SecurityholderSponsor (each transaction specified in clauses (i) and (ii), a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply (x) a Sponsor may Transfer his, her or its Parent Securities (A) to any Permitted Transfer. “Permitted Transfer” shall mean any other Sponsor that has entered into or otherwise agreed to be bound by this Sponsor Agreement or (B) to Private Placement Investors or to holders of Parent Common Stock in accordance with Section 7.10(f) of the Merger Agreement, subject to the transferee’s entry into a binding non-redemption agreement in connection with such Transfer that includes a waiver of Redemption Rights, or (ay) in the case of (A) if a Person who Sponsor is not an individual, such Sponsor may Transfer any such Parent Securities (1) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individualSponsor’s immediate family, or to a trust for the benefit of such Sponsor or any member of such Sponsor’s immediate family, the sole trustees of which are such Sponsor or any member of such Sponsor’s immediate family or to a trust(2) by will, other testamentary document or under the beneficiary laws of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in intestacy upon the case of an individual, by virtue of Laws of descent and distribution upon death of such individualSponsor; or (dB) if a Sponsor is an entity, such Sponsor may Transfer any Parent Securities to any partner, member, or affiliate of such Sponsor in accordance with the terms of the Parent Certificate of Incorporation; provided further, that in each case such transferee of an individual, pursuant to such Parent Securities evidences in a qualified domestic relations order; provided, however, that, prior to and as a condition writing reasonably satisfactory to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in Company such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered transferee’s agreement to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of and subject to the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingsame extent as the Sponsor.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of clauses (a) and (b), the “Expiration Time”) and (c) the liquidation of Acquiror, each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without not except in each case pursuant to the prior written consent of Parent, directly or indirectly, Merger Agreement (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option option, right or warrant to purchase or otherwise transfer or dispose of 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company Securityholderor Subject Warrants, (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 Subject Warrants owned by such Company SecurityholderSponsor, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i), (ii) or (iiii)-(iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to prohibit Transfers between such Sponsor and any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individualSponsor, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, thatso long as, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)such Transfer, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed Affiliate executes and delivered delivers to Parent Acquiror and the Company a joinder or counterpart to this Sponsor Agreement in substantially the form attached hereto as Annex A; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve such Sponsor of its obligations under this Sponsor Agreement. Any Transfer in violation of this Agreement pursuant to which such Permitted Transferee Section 1.2 shall be bound by all of the applicable terms null and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder Shareholder agrees that such Company Securityholder Shareholder shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of of, directly or transferindirectly, each with respect to any Subject Shares owned by such Company SecurityholderShareholder, (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 owned by such Company SecurityholderShareholder, (iii) engage in any transaction involving the securities of Acquiror prior to the Closing or (iiiiv) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iiiii) (clauses (i), (ii) or ), (iii) and (iv), collectively, a “Transfer”)); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate affiliate of such Person or to any member(s) of such Person or any of their Affiliatesaffiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order;; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent Acquiror and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing.

No Transfer. During the period commencing on From the date hereof and ending on until the Expiration Time, no Insider shall (except in each Company Securityholder agrees that such Company Securityholder shall notcase, pursuant to the Transactions), without the prior written consent of Parent, directly or indirectlythe Company and Holdco, (i) sell, offer to sell, contract or agree to sell, assign, transfer (including by operation of law), hypothecate, transferpledge, pledgedistribute, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly (other than pursuant to any non-redemption agreements that may be entered into by SPAC and such Insider in connection with the Transactions), file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by Securities of such Company SecurityholderInsider, (ii) deposit any Subject Securities of such Insider 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 Agreement, or (iii) 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 owned by Securities of such Company SecurityholderInsider, or (iiiiv) publicly announce any intention to effect any transaction specified in clause clauses (i) or through (ii) iii), (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, howeverexcept, that the foregoing restrictions shall not apply to in each case, for any Permitted Transfer. “Permitted Transfer” shall mean any Transfer Transfers of Subject Securities of such Insider (a) in to the case SPAC’s officers or directors, any affiliate or family member of a Person who is not an individualany of the SPAC’s officers or directors, to any Affiliate affiliate of such Person the Sponsor or to any member(s) members of such Person the Sponsor or any of their Affiliatesaffiliates, or to such Insider’s officers or directors, any affiliate or family member of any of such Insider’s officers or directors; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Transactions at prices no greater than the price at which the securities were originally purchased; (f) in case of an entity, howeverto any Affiliate of such entity, thatany shareholder, partner or member of such entity or their Affiliates, any investment fund or other entity managing or managed by such entity or any Affiliate of such entity, or who shares a common investment advisor of such entity; (g) in the event of the SPAC’s liquidation prior to and as a condition the completion of an initial business combination; (h) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the SPAC’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange their SPAC Common Stock for cash, securities or other property subsequent to the effectiveness SPAC’s completion of any Permitted Transfer described in an initial business combination (each of the foregoing clauses (a) through (di), a “Permitted Transfer”); provided, however, that in the case of clauses (a) through (e) or (h), any Permitted Transfer shall be permitted only if, as a precondition to such Permitted Transfer, the transferee also agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent the SPAC and the Company a joinder or counterpart Company, to assume all of this Agreement pursuant to which such Permitted Transferee shall the obligations of the transferring Insider under, and be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.02 shall not relieve such Insider of its obligations under this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of this Section 1.02 with respect to the Subject Shares on the Company’s stock ledger (book entry Securities of an Insider shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingeffect.

No Transfer. During (a) Sponsor hereby represents and covenants that, during the period commencing on the date hereof and ending on the Expiration earliest of (i) the Merger Effective Time, each Company Securityholder agrees that (ii) such Company Securityholder date and time as the Business Combination Agreement shall be terminated in accordance with Section 11.1 (Termination) thereof, and (iii) the liquidation of SPAC, Sponsor shall not, without the prior written consent of Parent, directly or indirectlythe Company, (iA) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares SPAC Capital Stock, SPAC Warrants or other equity interests of SPAC owned by such Company SecurityholderSponsor, (iiB) 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 SPAC Capital Stock, SPAC Warrants or other equity interests of SPAC owned by such Company SecurityholderSponsor, or (iiiC) publicly take any action in furtherance of or announce any intention to to, in each case, effect any transaction specified in clause (iA) or (iiB) (clauses each of clause (iA), (iiB) or and (iiiC), collectively, a “Transfer”); provided. Sponsor hereby covenants and agrees not to, howeverdirectly or indirectly, that deposit any of the foregoing restrictions shall not apply Subject Securities in a voting trust, enter into a voting trust or subject any of the Subject Securities to any Permitted Transfer. “Permitted Transfer” arrangement with respect to the voting of such Subject Securities other than this Agreement. (b) Notwithstanding the foregoing, nothing herein shall mean any prohibit a Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (bi) in the case of an individual, (A) by gift to a member of such the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate of such individual Person, or to a charitable organization; , (cB) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; or (d) in the case of an individual, (C) pursuant to a qualified domestic relations order, or (D) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (ii) in the case of an entity, to an Affiliate of such Person; provided, howeverthat any such Transfer shall be permitted only if, that, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in a writing, reasonably satisfactory in form and substance to the effectiveness Company, to assume all of any Permitted Transfer described in clauses (a) through (d)the obligations of the transferor under, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of of, this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof 1.09 shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid ab initio.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Sponsor Party shall not, without the prior written consent of Parentthe Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company SecurityholderSponsor Party, (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 Securities owned by such Company Securityholder, Sponsor Party or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (aA) in the case to any of a Person who is not an individualParent’s officers, directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (B) to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member Affiliates or any employees or consultants of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individualAffiliates; or (dC) in to any other Person, with the case consent of an individual, pursuant to a qualified domestic relations orderParent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (aA) through (dC), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Parent shall not register any sale, assignment or transfer of the any Subject Shares Securities on the CompanyParent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing1.2.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with Article X (Termination) thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of Parent, each Company Securityholder agrees that such Company Securityholder the Sponsor shall not, without the prior written consent of Parentthe Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company Securityholderthe Sponsor, (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 Securities owned by such Company Securityholder, the Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (a) to any of Parent’s officers or directors, any Affiliate or family member of any of Parent’s officers or directors; (b) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) or partner(s) of such Person or any of their Affiliates or any employees of such Affiliates; (bc) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (cd) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (de) in the case of an individual, pursuant to a qualified domestic relations order; or (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial business combination at prices no greater than the price at which the securities were originally purchased; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (df), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Parent shall not register any sale, assignment or transfer of the any Subject Shares Securities on the CompanyParent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing1.2.

No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 8.1 thereof (the earlier of (a) and (b), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Stockholder shall not, without the prior written consent of Parent, directly or indirectly, not (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderShares, (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 owned by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided. Notwithstanding the foregoing, howevereach Company Stockholder may make Transfers of Subject Shares: (A) to (1) the Company’s officers or directors, that (2) any Affiliates or family members of the foregoing restrictions shall not apply to Company’s officers or directors, or (3) any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individualdirect or indirect partners, to any Affiliate members or equity holders of such Person or to Person, any member(s) Affiliates of such Person or any of related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates; (bB) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate of such individual Person, or to a charitable organization; (cC) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such the individual; or (dD) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (E) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (A) through (D) above; (F) to the Company; (G) to the Company in connection with the repurchase of such Person’s shares in connection with the termination of such Person’s employment with the Company pursuant to contractual agreements with the Company; (H) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Company Capital Stock or the vesting of Company stock-based awards; (I) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Company Capital Stock; (J) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; (K) in connection with any legal, regulatory or other order; and (L) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest in Subject Shares to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by such Company Stockholder or any of its Affiliates, or any refinancings thereof, and any Transfers of such Subject Shares upon foreclosure thereof; provided, however, that, that in the case of the foregoing clauses (A) through (L) the transferee must enter into a written agreement with the Company and Parent agreeing to be bound by this Agreement prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the ClosingTransfer.

No Transfer. During the period commencing on From the date hereof and ending on until the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of Parent, directly or indirectlyno dMY Holder shall, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderSecurities, (ii) deposit any Subject Securities 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 Agreement, or (iii) 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 owned by such Company SecurityholderShares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”), except, in each case, for any Transfers of Subject Securities from a dMY Holder (x) who is an entity, (A) to any partner, member or Affiliate thereof or (B) to dMY’s officers or directors, any affiliate or family member of any of dMY’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates and (y) who is an individual, (A) to any member of such dMY ▇▇▇▇▇▇’s immediate family, or to a trust for the benefit of such dMY Holder or any member of the immediate family of such ▇▇▇ ▇▇▇▇▇▇, the sole trustees of which are such dMY Holder or any member of such dMY Holder’s immediate family, an affiliate of such dMY Holder or to a charitable organization, (B) by will, other testamentary document or under the Laws of intestacy upon the death of such dMY Holder or (C) pursuant to a qualified domestic relations order (a “Permitted Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)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 Permitted Transfer (a “Permitted Transferee”) shall have executed dMY Holder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.03 shall not relieve such dMY Holder of its obligations under this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of this Section 1.03 with respect to the Subject Shares on the Company’s stock ledger (book entry Securities of any dMY Holder shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingeffect.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a) through (c), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parentthe Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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 or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company SecurityholderSponsor, (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 Securities owned by such Company Securityholder, Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (aA) to Parent’s officers or directors, any Affiliate or family member of any of Parent’s officers or directors, any members or partners of Sponsor Holdco or their affiliates, any Affiliates of Sponsor Holdco, or any employees of such Affiliates; (B) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) or partners(s) of such Person or any of their Affiliates or any employees of such Affiliates; (bC) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (cD) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (dE) in the case of an individual, pursuant to a qualified domestic relations order; or (F) by private sales or transfers made in connection with any forward purchase agreement, non-redemption agreement or similar arrangement at prices no greater than the price at which the securities were originally purchased, to obtain financing at Closing in connection with the consummation of the Transactions; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (aA) through (dF), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Parent shall not register any sale, assignment or transfer of the any Subject Shares Securities on the CompanyParent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing1.2.

No Transfer. During the period commencing on From the date hereof and ending on until the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of Parent, directly or indirectlyno dMY Holder shall, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderSecurities, (ii) deposit any Subject Securities 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 Agreement, or (iii) 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 owned by such Company SecurityholderShares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”), except, in each case, for any Transfers of Subject Securities from a dMY Holder (x) who is an entity, (A) to any partner, member or Affiliate thereof or (B) to dMY’s officers or directors, any affiliate or family member of any of dMY’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates and (y) who is an individual, (A) to any member of such dMY Holder’s immediate family, or to a trust for the benefit of such dMY Holder or any member of the immediate family of such dMY Holder, the sole trustees of which are such dMY Holder or any member of such dMY Holder’s immediate family, an affiliate of such dMY Holder or to a charitable organization, (B) by will, other testamentary document or under the Laws of intestacy upon the death of such dMY Holder or (C) pursuant to a qualified domestic relations order (a “Permitted Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)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 Permitted Transfer (a “Permitted Transferee”) shall have executed dMY Holder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.3 shall not relieve such dMY Holder of its obligations under this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of this Section 1.3 with respect to the Subject Shares on the Company’s stock ledger (book entry Securities of any dMY Holder shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingeffect.

No Transfer. During The Securityholder hereby agrees, prior to the period commencing on Termination Date, not to (except in each case pursuant to the date hereof and ending on the Expiration TimeBusiness Combination Agreement), each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of Parent, (i) directly or indirectly, (iA) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or agree to dispose other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or transferotherwise), each with respect to any Subject Shares owned by such Company Securityholdereither voluntarily or involuntarily (collectively, “Transfer”), (iiB) enter into any swap Contract, option, or other arrangement that transfers or undertaking with respect to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares owned by such Company SecurityholderTransfer of, or (iiiC) deposit 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 materially inconsistent with this Agreement with respect to the Securityholder’s obligations under Section 1, hereto any of such Securityholder’s Covered Securities, or (ii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (iA), (ii) B), or (C), or (iii), collectively, a “Transfer”)) take any action that would make any representation or warranty of such Securityholder contained herein untrue or incorrect or have the effect of preventing or disabling the Securityholder from performing its obligations under this Agreement; provided, however, that the foregoing restrictions nothing herein shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any prohibit a Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (bi) in the case of an individual, (A) by gift to a member of such the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate of such individual Person, or to a charitable organization; , (cB) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such individual; or (d) in the case of an individual, (C) pursuant to a qualified domestic relations order, or (D) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (ii) in the case of an entity, to an Affiliate of such Person; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in a writing, reasonably satisfactory in form and substance to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and Spinco, to assume all of the Company a joinder or counterpart obligations of this Agreement pursuant to which such Permitted Transferee shall the transferor under, and be bound by all of the applicable terms and provisions of of, this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof 6(b) shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During the period commencing on From the date hereof and ending on until the Expiration Time, each no Company Securityholder agrees that such Company Securityholder shall notShareholder shall, without the prior written consent of Parent, directly or indirectlySPAC, (i) sell, offer to sell, contract or agree to sell, assign, transfer (including by operation of law) hypothecate, transferpledge, pledgedistribute, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares owned by such Company SecurityholderShares, (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 Agreement, or (iii) 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 owned by such Company SecurityholderShares, or (iiiiv) publicly announce any intention to effect any transaction specified in clause clauses (i) or through (ii) iii), (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, howeverexcept, that the foregoing restrictions shall not apply to in each case, for any Permitted Transfer. “Permitted Transfer” shall mean any Transfer Transfers of Subject Shares (a) in to the case Company’s directors or officers, any affiliates or family members of a Person who is not an individualthe Company’s directors or officers, to such Company Shareholder, any Affiliate members of such Person or to any member(s) of such Person Company Shareholder or any affiliates of their Affiliatesthe such Company Shareholder; (b) in the case of an individual, by gift to a member of such the individual’s immediate family family, or to a trust, the beneficiary of which is the individual or a member of such the individual’s immediate family, family or an Affiliate affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of Laws laws of descent and distribution upon death of such the individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; and (f) by virtue of such Company Shareholder’s limited liability company agreement, as amended, upon termination of such Company Shareholder (a “Permitted Transfer”); provided, however, that, prior to and as a condition to the effectiveness of that any Permitted Transfer described in clauses (a) through (d)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 SPAC, to assume all of the obligations of such Permitted Transfer (a “Permitted Transferee”) shall have executed Company Shareholder under, and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Agreement; provided, further, that any Transfer permitted under this Section 1.02 shall not relieve such Company Shareholder of its obligations under this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of this Section 1.02 with respect to the Subject Shares on the Company’s stock ledger (book entry of any Company Shareholder shall be void ab initio and of no force or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingeffect.

No Transfer. During Each Shareholder hereby agrees, prior to the period commencing on Termination Date, not to do any of the date hereof and ending on the Expiration Time, each Company Securityholder agrees that such Company Securityholder shall not, following without the prior written consent of Parent, the SPAC (except in each case pursuant to the Business Combination Agreement): (i) directly or indirectly, (iA) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or agree to dispose other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or transferotherwise), each with respect to any Subject Shares owned by such Company Securityholdereither voluntarily or involuntarily (collectively, “Transfer”), (iiB) enter into any swap Contract, option or other arrangement that transfers or undertaking with respect to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares owned by such Company SecurityholderTransfer of, or (iiiC) deposit 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 materially inconsistent with this Agreement with respect to such Shareholder’s obligations under Section 1 hereto any of such Shareholder’s Covered Shares, (ii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (iA), (iiB), or (C) above, or (iii), collectively, a “Transfer”)) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing its obligations under this Agreement; provided, however, that the foregoing restrictions nothing herein shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any prohibit a Transfer (a) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (bi) in the case of an individual, (A) by gift to a member of such the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate of such individual Person, or to a charitable organization; , (cB) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; the individual or (dC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or other qualified domestic relations order, (ii) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, or (iii) in the case of an individualentity, pursuant to a qualified domestic relations orderan Affiliate of such Person; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to such Transfer, such permitted transferee agrees in writing, reasonably satisfactory in form and substance to SPAC, to assume all of the effectiveness obligations of any Permitted Transfer described in clauses (a) through (d)the transferor under, the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of of, this Agreement. The Company shall not register any sale, assignment or transfer Any Transfer in violation of the Subject Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof 6(b) shall be null and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closingvoid.

No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (c) the liquidation of Parent (the earlier of (a), (b) and (c), the “Expiration Time”), each Company Securityholder agrees that such Company Securityholder Sponsor shall not, without the prior written consent of Parentthe Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transferSection 16 of the Exchange Act, each with respect to any Subject Shares Securities owned by such Company SecurityholderSponsor, (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 Securities owned by such Company Securityholder, Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. A “Permitted Transfer” shall mean any Transfer (aA) to any of Parent’s officers or directors, any Affiliate or any immediate family member of any of Parent’s officers or directors; (B) in the case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates or any employees of such Affiliates; (bC) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (cD) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (dE) in the case of an individual, pursuant to a qualified domestic relations order; or (F) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (aA) through (dF), the transferee in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this Agreement. The Company Parent shall not register any sale, assignment or transfer of the any Subject Shares Securities on the CompanyParent’s stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the Closing1.2.

No Transfer. During Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c) of that certain Letter Agreement, dated as of November 23, 2021, by and among the Sponsor and SPAC (the “Voting Letter Agreement”), during the period commencing on the date hereof and ending on the Expiration TimeTime (as defined below), each Company Securityholder agrees that such Company Securityholder the Sponsor shall not, without the prior written consent of Parent, not directly or indirectly, indirectly (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase purchase, or otherwise dispose of or agree to 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 or transferSection 16 of the Exchange Act, each with respect to to, any Subject Shares shares of SPAC Common Stock or SPAC Warrants owned by such Company Securityholderthe Sponsor, (ii) enter into any swap or other arrangement arrangement, agreement or undertaking that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares shares of SPAC Common Stock or SPAC Warrants or any securities convertible into, or exercisable or exchangeable for, shares of SPAC Common Stock owned by the Sponsor, whether any such Company Securityholdertransaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) or through (iii), ) collectively, a “Transfer”); provided, however, that nothing herein shall prohibit a Transfer of the foregoing restrictions shall not apply Subject Securities (i) to SPAC’s officers, directors or employees, or any Affiliates or family members of any of SPAC’s officers, directors or employees, (ii) to any Permitted Transfer. “Permitted Transfer” shall mean members or partners of SPAC or their respective Affiliates, any Transfer (a) in the case Affiliates of a Person who is not an individualSPAC, to or any Affiliate employees of such Person or to any member(s) of such Person Affiliates, or any of their funds or accounts advised by SPAC or its Affiliates; (biii) as a bona fide gift or charitable contribution or (iv) in the case of an individualconnection with any bona fide mortgage, encumbrance or pledge to a member of such individual’s immediate family financial institution in connection with any bona fide loan or to a trustdebt transaction or enforcement thereunder, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations orderincluding foreclosure thereof; provided, howeverfurther, thatthat any such Transfer shall be permitted only if, prior to and as a condition precondition to the effectiveness of any Permitted Transfer described in clauses (a) through (d)such Transfer, the transferee also agrees in such Permitted Transfer (a “Permitted Transferee”) shall have executed writing, reasonably satisfactory in form and delivered substance to Parent the Target Companies, to assume all of the applicable obligations of the Sponsor under, and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of, this Sponsor Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve the Sponsor of its obligations under this Sponsor Agreement. Any purported Transfer in violation of this AgreementSection 1.2 with respect to the Subject Securities shall be void ab initio. The Company shall not register any sale, assignment or transfer In furtherance of the Subject Shares foregoing, SPAC hereby agrees to place a revocable stop order on all shares of SPAC Common Stock and SPAC Warrants subject to this Section 1.2, including those which may be covered by a registration statement, and to notify SPAC’s transfer agent in writing of such stop order and the Companyrestrictions on such shares of SPAC Common Stock and SPAC Warrants under this Section 1.2 and direct SPAC’s stock ledger (book entry transfer agent not to process any attempts by the Sponsor to transfer any shares of SPAC Common Stock or otherwise) that is not SPAC Warrants except in compliance with this Section 1.3. During 1.2; for the period commencing avoidance of doubt, the obligations of SPAC under this Section 1.2 shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of Parent, engage in any transaction involving the securities of Parent prior to the ClosingSubject Securities.