Common use of Other Covenants and Agreements Clause in Contracts

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Each Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B II hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement; provided, however, that the indemnification provisions that are contemplated to survive the agreement marked with an asterisk (*) on Schedule II shall survive such termination in accordance with their terms. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Each Stockholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub the other Parent Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (dc) The Shareholder hereby waives any rights of appraisalOn the Closing Date, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder each Stockholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor a duly executed copy of that (i) certain Registration Rights Agreement of the Company, dated as of the date hereofAgreement, by and among the CompanyParent, the Shareholder Company and the other parties thereto Specified Company Securityholders party thereto, in substantially in the form attached hereto as Exhibit A.F to the Merger Agreement and (ii) certain Voting Agreement, by and among Parent, the Company and the Specified Company Securityholders party thereto, in substantially the form attached as Exhibit D to the Merger Agreement.

Other Covenants and Agreements. (a) The Shareholder Each Parent Party and the Company hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, from and after including the Effective Time, Parent and its Affiliatesother Group Companies) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall Each Parent Party hereby agrees to be bound by and subject to (i) Section 6.4(a) and (bSections 4.3(a) (Confidentiality; ) and 4.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder such Parent Party is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) Section 4.2 (Efforts to Consummate; Litigation), the first sentence of Section 6.10(a4.6(a) (No SolicitationExclusive Dealing) and Section 7.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder such Parent Party is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Each Parent Party hereby acknowledges and agrees that Parent and the other Parent Parties are Pathfinder is entering into the Merger Business Combination Agreement and the Ancillary Documents to which it is or will be a party, and Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and the Ancillary Documents to which it is or will be a party, in reliance upon the Shareholder each Parent Party entering into this Agreement and the Ancillary Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement and the Ancillary Documents to which it is or will be a party and that, but for the Shareholder each Parent Party entering into this Agreement and the Ancillary Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement, Parent Agreement and Merger Sub the Ancillary Documents to which it is or will be a party (i) Pathfinder would not have entered agreed to enter into the Business Combination Agreement and the Ancillary Documents to which it is or agreed will be a party and to consummate the transactions contemplated by Transactions, (ii) the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of Sponsor would not have consented to Pathfinder so entering into the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Business Combination Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in Ancillary Documents to which it is or will be a party or consummating the form attached hereto as Exhibit A.Transactions and (iii) the Sponsor would not have agreed to enter into the Ancillary Documents to which it is or will be a party and to consummate the Transactions.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B C hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, from and after the Effective Time, Parent AMHC and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or reasonably advisable advisable, in order to achieve each case, as reasonably determined by AMHC, in connection with, or otherwise in furtherance of, the purpose consummation of the preceding sentencetransactions contemplated by the Business Combination Agreement or this Agreement. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to of the Merger Business Combination Agreement, as if the Shareholder Stockholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.7(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent AMHC and the other Parent AMHC Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder Stockholder hereby waives any rights of appraisal, including under Section 262 of agrees to execute and deliver the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or Registration Rights Agreement prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement closing of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Merger.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Company Merger Effective Time, Parent Holdco, ARYA and its their respective Affiliates) shall have any further obligations or liabilities Liabilities under or with respect to each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall hereby agrees to be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) (and, for the avoidance of doubt, the hanging paragraph at the end of Section 5.6 of the Business Combination Agreement as it pertains to Section 5.6(b) of the Merger Agreement Business Combination Agreement) and Section 8.18 (iii) Section 6.7 (No Claim Against Trust AccountAccount Waiver) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder shall use his, her or its reasonable best efforts to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by ARYA and the Company, in connection with, or otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement or this Agreement, including the termination of and waivers of rights under the agreements set forth on Schedule B. (d) The Shareholder acknowledges and agrees that Parent each of ARYA and the other Parent Parties are entering Company has entered into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent ARYA and Merger Sub the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior The Shareholder, solely in connection with and only for the purpose of the Transactions, to the Closingfullest extent permitted by law, (i) agrees that the Transactions shall not be deemed to constitute a Liquidating Transaction (as used herein, as defined in the Company Certificate of Incorporation) and hereby irrevocably and unconditionally waives any rights he, she or it may have under the Company Certificate of Incorporation, or any other agreement to which the Shareholder shall duly execute is a party, if the Transactions were deemed to constitute a Liquidating Transaction, including any notice rights thereunder, and deliver (ii) hereby waives any rights he, she or it may have under any of the agreements set forth on Schedule B with respect to the Transactions. (f) The Shareholder acknowledges that the Company and Parent may need to amend the Eighth Amended and Restated Investor Rights Agreement Company Certificate of Incorporation to increase the authorized number of shares of the class of stock into which the Company Preferred Shares or the Company’s currently outstanding convertible promissory notes are to be converted (the “Share Increase”) and, dated as in connection with a conversion of any class of Company Preferred Shares or the Company’s currently outstanding convertible promissory notes, hereby agrees to take any actions reasonably requested by the Company to effect the Share Increase, including the amendment of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially Company Certificate of Incorporation (which may be included in the form attached hereto as Exhibit A.Company Shareholder Written Consent).

Other Covenants and Agreements. (a) The terms and conditions set forth in this Agreement do not require, and the execution of the Business Combination Agreement (or any of the Ancillary Documents in connection therewith) shall not cause, the termination, amendment, or limit or restrict the scope, in any respect, of any agreement entered into by and among the Company and the Shareholder hereby agrees that, notwithstanding anything or any of its Affiliates to the contrary in any such agreementdate hereof, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective shall continue in effect as of, per their corresponding terms and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentenceconditions. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything ; provided, however, that any amendment to such Sections as reflected in this Agreement the draft of the Business Combination attached hereto that is adverse to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated previously approved by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect in order to be applicable to the actions of any of the Company Related Parties, and Shareholder (z) any breach by the Company of its obligations under the Merger Agreement shall such approval not to be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)unreasonably withheld or delayed). (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by the Company, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement (in each case to the extent that such agreements, documents or instruments are not adverse to the Shareholder ). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At The Company shall provide to the Shareholder a copy of the Business Combination Agreement and the Investor Rights Agreement (and each amendment agreement thereto) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA. The Parties agree that neither the Business Combination Agreement nor the Investor Rights Agreement (as attached at Exhibit B and Exhibit C hereto) shall be entered into in a form that is in any respect adverse to the Shareholder without the prior written consent of the Shareholder (such consent not to be unreasonably withheld or delayed). (f) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall duly execute and deliver shall: (i) be subject to customary lock-up terms with respect to its Company Ordinary Shares including a post-Effective Time lock-up period not to exceed 180 days, subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement. Any waivers of lock-up granted by the Company to any shareholders who, together with any person to whom a shareholder has transferred shares after the date of this Agreement, hold, immediately upon the Effective Time, more than 1% and Parent less than 5% of the Eighth Amended and Restated issued share capital in the Company shall be granted to the Shareholder in respect of its Company Ordinary Shares; and (ii) receive registration rights not less favourable than those afforded to any other Company Shareholder that is party to the Investor Rights Agreement, in each case on terms to be further set out in the Investor Rights Agreement of that are consistent with the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.foregoing.

Other Covenants and Agreements. (a) The Shareholder Each Holder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated irrevocably and of no further force unconditionally waives and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be takenwaived and to prevent the exercise of any rights of appraisal and any dissenters’ rights relating to the Business Combination Agreement or the transactions contemplated thereby that such Holder may have by virtue of, or with respect to, such Xxxxxx’s Shares (including all actions necessary or reasonably advisable in order to achieve the purpose rights under Section 262 of the preceding sentenceDGCL). (b) The Shareholder shall Each Holder agrees to be bound by and subject to (i) Section 6.4(a6.5 (Confidential Information) and Section 6.9 (b) (ConfidentialityCommunications; Public AnnouncementsPress Release; SEC Filings) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is such Holder were directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding (ii) Section 6.4(b6.15(a) (Company Solicitation) and Section 11.9 (Trust Account Waiver) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is such Holder were directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Each Holder hereby agrees to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions, and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by SPAC, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement. (d) Each Holder acknowledges and agrees that Parent SPAC and the other Parent Parties Merger Sub are entering into the Merger Business Combination Agreement in reliance upon the Shareholder such Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and and, but for the Shareholder Holders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent SPAC and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Company Merger Effective Time, Parent Holdco, CBRG and its their respective Affiliates) shall have any further obligations or liabilities Liabilities under or with respect to each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall hereby agrees to be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) (and, for the avoidance of doubt, the hanging paragraph at the end of Section 5.6 of the Business Combination Agreement as it pertains to Section 5.6(b) of the Merger Agreement Business Combination Agreement) and Section 8.18 (iii) Section 6.7 (No Claim Against Trust AccountAccount Waiver) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder shall use his, her or its reasonable best efforts to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by CBRG and the Company, in connection with, or otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement or this Agreement, including the termination of and waivers of rights under the agreements set forth on Schedule B. (d) The Shareholder acknowledges and agrees that Parent each of CBRG and the other Parent Parties are entering Company has entered into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent CBRG and Merger Sub the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior The Shareholder, solely in connection with and only for the purpose of the Transactions, to the Closingfullest extent permitted by law, (i) agrees that the Transactions shall not be deemed to constitute a Liquidating Transaction (as used herein, as defined in the Company Certificate of Incorporation) and hereby irrevocably and unconditionally waives any rights he, she or it may have under the Company Certificate of Incorporation, or any other agreement to which the Shareholder shall duly execute is a party, if the Transactions were deemed to constitute a Liquidating Transaction, including any notice rights thereunder, and deliver (ii) hereby waives any rights he, she or it may have under any of the agreements set forth on Schedule B with respect to the Transactions. (f) The Shareholder acknowledges that the Company and Parent may need to amend the Eighth Amended and Restated Investor Rights Agreement Company Certificate of Incorporation to increase the authorized number of shares of the class of stock into which the Company Preferred Shares or the Company’s currently outstanding convertible promissory notes are to be converted (the “Share Increase”) and, dated as in connection with a conversion of any class of Company Preferred Shares or the Company’s currently outstanding convertible promissory notes, hereby agrees to take any actions reasonably requested by the Company to effect the Share Increase, including the amendment of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially Company Certificate of Incorporation (which may be included in the form attached hereto as Exhibit A.Company Shareholder Written Consent).

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or reasonably advisable advisable, in order to achieve each case, as reasonably determined by Parent, in connection with, or otherwise in furtherance of, the purpose consummation of the preceding sentencetransactions contemplated by the Merger Agreement or this Agreement. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to of the Merger Agreement, as if the Shareholder Stockholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.7(a) (No SolicitationExclusive Dealing) of the Merger Agreement and Section 8.17 (iii) Section 6.7 (No Claim Against Trust AccountAccount Waiver) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent and the other Parent Parties are is entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder and the Company hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, from and after including the Effective Time, Parent and its Affiliatesother Group Companies) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall hereby agrees to be bound by and subject to (i) Section 6.4(a) and (bSections 4.3(a) (Confidentiality; ) and 4.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) Section 4.2 (Efforts to Consummate; Litigation), the first sentence of Section 6.10(a4.6(a) (No SolicitationExclusive Dealing) and Section 7.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the such Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are Pathfinder is entering into the Merger Business Combination Agreement and the Ancillary Documents to which it is or will be a party, and Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and the Ancillary Documents to which it is or will be a party, in reliance upon the Shareholder entering into this Agreement and the Ancillary Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement and the Ancillary Documents to which it is or will be a party and that, but for the Shareholder entering into this Agreement and the Ancillary Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement, Parent Agreement and Merger Sub the Ancillary Documents to which it is or will be a party (i) Pathfinder would not have entered agreed to enter into the Business Combination Agreement and the Ancillary Documents to which it is or agreed will be a party and to consummate the transactions contemplated by Transactions, (ii) the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of Sponsor would not have consented to Pathfinder so entering into the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Business Combination Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in Ancillary Documents to which it is or will be a party or consummating the form attached hereto as Exhibit A.Transactions and (iii) the Sponsor would not have agreed to enter into the Ancillary Documents to which it is or will be a party and to consummate the Transactions.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted]. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this . (x) The Shareholder shall be entitled to directly enforce Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the contrary, extent the information relates to (xand identifies (directly or indirectly)) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees of its affiliates and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that doubt, Section 5.6(a) of the Business Combination Agreement does not apply to the Shareholder merely discussing its shares of “Equity Securities” (as defined in the Business Combination Agreement). (b1) Clause 31 (Confidentiality) of the Company Shareholders Agreement is incorporated herein by reference and shall remain responsible apply to this Agreement mutatis mutandis, and for this purpose a reference therein to “this Agreement” shall be read as a reference to this Agreement, the Business Combination, each Ancillary Agreement and/or any breach by it other agreement entered into pursuant to the terms hereof or thereof (as applicable), and a reference to “Investor” shall be read as a reference to each of this Section 2(b))BOA and Shareholder. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement; provided that the Shareholder shall not be required to execute any additional agreements, documents or instruments that are adverse to the Shareholder (other than the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agrees that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement. (f) The Company shall (i) provide to the Shareholder a copy of the Business Combination Agreement and each Ancillary Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA, (ii) disclose to each PIPE Investor that is not an existing shareholder in or lender to a Group Company or an Affiliate thereof (each such PIPE Investor an “Institutional Investor”) any material terms and conditions offered to a PIPE Investor that (taken as a whole) are more favourable to a PIPE investor than those offered to such Institutional Investor and (iii) disclose to each PIPE Investor any material commercial arrangements between the Company and any other PIPE Investor. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall duly execute and deliver shall: (i) be subject to a post-Effective Time lock-up on its Company Ordinary Shares as follows: (x) with respect to such number of its Company Ordinary Shares as is equal to the lesser of (A) the aggregate number of Company Ordinary Shares held by the Additional Series C Investor, the Designated Additional Series C Investor (each as defined in the Company Shareholders Agreement) and Parent any person to which they transfer shares in the Eighth Amended Company pursuant to clause 23 (Permitted Transfers) of the Company Shareholders Agreement (“Affiliate Transferees”) following the date of this Agreement at the Effective Time and Restated Investor Rights Agreement (B) a number of Company Ordinary Shares equal to 5% of the entire issued share capital of the Company, dated such lock-up terms (including lock-up period) as most favorable to the Shareholder as any of those to which the Additional Series C Investor, the Designated Additional Series C Investor or any of their Affiliate Transferees or other permitted transferees following the date of this Agreement are subject; and (y) with respect to the remaining Company Ordinary Shares then held by Shareholder, customary lock-up terms including a post-Effective Time lock-up period not to exceed 12 months. In respect of both (x) and (y), the lock-up on the Shareholder shall be subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement. Any waivers of lock-up granted by the Company to the Additional Series C Investor, the Designated Additional Series C Investor or any of their Affiliate Transferees or other permitted transferees in respect of their Company Ordinary Shares shall be granted to the Shareholder in respect of its Company Ordinary Shares referred to in (x) (only); and (ii) receive registration rights not less favourable than those afforded to any other Company Shareholder that is party to the Investor Rights Agreement; and (iii) following the Effective Time, be permitted to transfer Company Ordinary Shares to any not for profit organisation (including one established for the benefit of the date hereofpersons that are the ultimate beneficial owners of the Shareholder at the Effective Time) provided that such organisation accedes to the lock-up arrangements referred to in Section 2(g)(i) (and Company shall provide such assistance to Shareholder as it reasonably requests to support Shareholder in obtaining (at Shareholder’s cost) for the purposes of such transfer a valuation of the Company Ordinary Shares to be so transferred), by in each case on terms to be further set out in the Investor Rights Agreement that are consistent with the foregoing. (h) The Company and among BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Companyboard of the Company (or elections thereto) following the Effective Time. (i) The Company agrees that, with effect from the Effective Time and until such time as Shareholder has transferred or otherwise disposed of such number of Company Ordinary Shares as is equal to the two-thirds of the number of Company Ordinary Shares it holds at the Effective Time, the Company shall invite one representative nominated in writing by Shareholder to the Company from time to time (an “Observer”) to attend all meetings of the Company board in a non-voting observer capacity, subject to the Observer entering into a confidentiality undertaking with the Company on customary terms (which terms shall include, for the avoidance of doubt, restrictions on xxxxxxx xxxxxxx). For the avoidance of doubt, Shareholder may exercise its rights under this Section 2(i) in its discretion, and the other parties thereto substantially in the form attached hereto as Exhibit A.Shareholder not nominating an Observer or not replacing an Observer that it has removed is not a waiver of such rights.

Other Covenants and Agreements. (a) The Shareholder Holder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective Affiliates (includingor its affiliates and, from and after the Effective Time, Parent Good Works and its Affiliates) affiliates shall have any further obligations or liabilities under each such agreement; provided, however, that the indemnification provisions that are contemplated to survive the agreement marked with an asterisk (*) on Schedule B shall survive such termination in accordance with their terms. Without limiting the generality of the foregoing, each of the Parties Holder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Holder shall be bound by by, subject to, and subject to afforded the benefits of, as applicable, (i) Section 6.4(a) the Confidentiality Agreement, as if the Holder is directly party thereto, and 8.09 (b) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Holder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a8.04 (Exclusivity) and Section 7.03 (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Claims against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Holder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Holder acknowledges and agrees that Parent the Company, Good Works and the other Parent Parties parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent the Company, Good Works and Merger Sub the other parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect (i) any agreements required to each such agreement be terminated pursuant to Section 5.19 (Company Related Party Transactions) of the Business Combination Agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto or bound shall be (x) automatically terminated (to the extent such document is capable of automatic termination) and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing or (y) to the extent required the Shareholder shall execute the applicable deed of termination and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent BOA and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by BOA, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement. (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted]. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this . (x) The Shareholder shall be entitled to directly enforce Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the contrary, extent the information relates to (xand identifies (directly or indirectly)) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees of its affiliates and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that doubt, Section 5.6(a) of the Business Combination Agreement does not apply to the Shareholder merely discussing its shares of “Equity Securities” (as defined in the Business Combination Agreement). (b1) Clause 31 (Confidentiality) of the Company Shareholders Agreement is incorporated herein by reference and shall remain responsible apply to this Agreement mutatis mutandis, and for this purpose a reference therein to "this Agreement" shall be read as a reference to this Agreement, the Business Combination, each Ancillary Agreement and/or any breach by it other agreement entered into pursuant to the terms hereof or thereof (as applicable), and a reference to "Investor" shall be read as a reference to each of this Section 2(b))BOA and Shareholder. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement; provided that the Shareholder shall not be required to execute any additional agreements, documents or instruments that are adverse to the Shareholder (other than the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agrees that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement. (f) The Company shall (i) provide to the Shareholder a copy of the Business Combination Agreement and each Ancillary Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA, (ii) disclose to each PIPE Investor that is not an existing shareholder in or lender to a Group Company or an Affiliate thereof (each such PIPE Investor an "Institutional Investor") any material terms and conditions offered to a PIPE Investor that (taken as a whole) are more favourable to a PIPE investor than those offered to such Institutional Investor and (iii) disclose to each PIPE Investor any material commercial arrangements between the Company and any other PIPE Investor. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall duly execute and deliver shall: (i) be subject to a post-Effective Time lock-up on its Company Ordinary Shares as follows: (x) with respect to such number of its Company Ordinary Shares as is equal to the lesser of (A) the aggregate number of Company Ordinary Shares held by the Additional Series C Investor, the Designated Additional Series C Investor (each as defined in the Company Shareholders Agreement) and Parent any person to which they transfer shares in the Eighth Amended Company pursuant to clause 23 (Permitted Transfers) of the Company Shareholders Agreement ("Affiliate Transferees") following the date of this Agreement at the Effective Time and Restated Investor Rights Agreement (B) a number of Company Ordinary Shares equal to 5% of the entire issued share capital of the Company, dated such lock-up terms (including lock-up period) as most favorable to the Shareholder as any of those to which the Additional Series C Investor, the Designated Additional Series C Investor or any of their Affiliate Transferees or other permitted transferees following the date of this Agreement are subject; and (y) with respect to the remaining Company Ordinary Shares then held by Shareholder, customary lock-up terms including a post-Effective Time lock-up period not to exceed 12 months. In respect of both (x) and (y), the lock-up on the Shareholder shall be subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement. Any waivers of lock-up granted by the Company to the Additional Series C Investor, the Designated Additional Series C Investor or any of their Affiliate Transferees or other permitted transferees in respect of their Company Ordinary Shares shall be granted to the Shareholder in respect of its Company Ordinary Shares referred to in (x) (only); and (ii) receive registration rights not less favourable than those afforded to any other Company Shareholder that is party to the Investor Rights Agreement; and (iii) following the Effective Time, be permitted to transfer Company Ordinary Shares to any not for profit organisation (including one established for the benefit of the date hereofpersons that are the ultimate beneficial owners of the Shareholder at the Effective Time) provided that such organisation accedes to the lock-up arrangements referred to in Section 2(g)(i) (and Company shall provide such assistance to Shareholder as it reasonably requests to support Shareholder in obtaining (at Shareholder's cost) for the purposes of such transfer a valuation of the Company Ordinary Shares to be so transferred), by in each case on terms to be further set out in the Investor Rights Agreement that are consistent with the foregoing. (h) The Company and among BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Companyboard of the Company (or elections thereto) following the Effective Time. (i) The Company agrees that, with effect from the Effective Time and until such time as Shareholder has transferred or otherwise disposed of such number of Company Ordinary Shares as is equal to the two-thirds of the number of Company Ordinary Shares it holds at the Effective Time, the Company shall invite one representative nominated in writing by Shareholder to the Company from time to time (an "Observer") to attend all meetings of the Company board in a non-voting observer capacity, subject to the Observer entering into a confidentiality undertaking with the Company on customary terms (which terms shall include, for the avoidance of doubt, restrictions on xxxxxxx xxxxxxx). For the avoidance of doubt, Shareholder may exercise its rights under this Section 2(i) in its discretion, and the other parties thereto substantially in the form attached hereto as Exhibit A.Shareholder not nominating an Observer or not replacing an Observer that it has removed is not a waiver of such rights.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto and any other agreements required to be terminated pursuant to Section 5.20 (Company Related Party Transactions) of the Business Combination Agreement to which the Stockholder is a party or bound shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent Tailwind and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional mutually agreed upon agreements, documents and instruments (such agreement not to be unreasonably withheld, conditioned or delayed; provided, that the Stockholder agrees that any document that reflects the substance of the immediately preceding sentence (and not any other substantive provisions) and is solely for purposes of properly effectuating any such termination as provided in such sentence in accordance with the terms of the immediately preceding sentence shall be reasonable) and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Stockholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent and the other Parent Tailwind Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub but for the Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Tailwind Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder Stockholder hereby waives agrees not to exercise any rights right to redeem any Tailwind Shares, owned directly or indirectly through any of appraisalhis, including under Section 262 of the DGCLher or its Affiliates, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof or acquired by the Stockholder or any of his, her or its Affiliates subsequent to the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A..

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each Each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholders hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve terminate that certain Shareholders’ Agreement, dated as of June 11, 2021, by and among the purpose Company and the shareholders of the preceding sentenceCompany party thereto, and to cause such agreements to be of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of immediately prior to, and subject to and conditioned upon the occurrence of, the Closing, and to confirm that upon such termination neither the Company nor any of its Affiliates (including from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under any such agreement. (b) The Shareholder shall Each of the Stockholders hereby agrees to be bound by and subject to (i) Section 6.4(a) and (b7.04(b) (Confidentiality; ) and Section 7.11 (Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind Agreement and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) Section 6.03 (Claims Against the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account), Section 7.03 (Requisite Approval) and Section 7.05 (Non-Solicitation) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, mutandis and as if the Shareholder is directly such Stockholder was a party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder no Stockholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and or professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) 3(b), (y) the Shareholder no Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b3(b) (it being understood for the avoidance of doubt that the Shareholder each Stockholder shall remain responsible for any breach by it of this Section 2(b3(b)). (c) The Shareholder Each of the Stockholders acknowledges and agrees that Parent and the other Parent Parties Merger Sub are entering into the Merger Agreement and the Parent Initial Stockholders are entering into the Sponsor Support Agreement in reliance upon the Shareholder Stockholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder Stockholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into the Merger Agreement or agreed to consummate the Transactions and the Parent Initial Stockholders would not have entered into the Sponsor Support Agreement or agreed to consummate the transactions contemplated by the Merger Agreementthereby. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect (i) any agreements required to each such agreement be terminated pursuant to Section 5.19 (Company Related Party Transactions) of the Business Combination Agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto or bound shall be (x) automatically terminated (to the extent such document is capable of automatic termination) and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing or (y) to the extent required the Shareholder shall execute the applicable deed of termination and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent BOA and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by XXX, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement. (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Holder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective Affiliates (includingits affiliates and, from and after the Effective Time, Parent TPG Pace (and its Affiliatesaffiliates) shall have any further obligations or liabilities under each such agreement; provided, however, that the indemnification and other provisions that are contemplated to survive the agreement marked with an asterisk (*) on Schedule B shall survive such termination in accordance with their terms. Without limiting the generality of the foregoing, each of the Parties Holder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Holder shall be bound by by, subject to, and subject to afforded the benefits of, as applicable, (i) Section 6.4(a) and 9.08 (b) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Holder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a9.04 (Exclusivity) and Section 8.03 (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Claims against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Holder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Holder acknowledges and agrees that Parent TPG Pace and the other Parent Parties parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent TPG Pace and Merger Sub the other parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder Holder hereby waives covenants and agrees that it shall not (i) enter into any rights voting agreement or voting trust with respect to any of appraisalsuch Holder’s Subject Shares that is inconsistent with its obligations pursuant to this Agreement, including under Section 262 (ii) grant a proxy or power of the DGCLattorney with respect to any of its Subject Shares that is inconsistent with its obligations pursuant to this Agreement, or (iii) enter into any other rights agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to dissent from the Merger that the Shareholder may have under applicable Legal Requirementsthis Agreement. (e) At The Holder agrees not to commence, join in, facilitate, assist or prior encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement. (f) The Holder hereby consents to the Closingpublication and disclosure in the Registration Statement/Proxy Statement (and, the Shareholder shall duly execute as and deliver to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by TPG Pace or the Company to any Governmental Authority or to securityholders of TPG Pace) of the Holder’s identity and Parent beneficial ownership of Subject Shares and the Eighth Amended nature of the Holder’s commitments, arrangements and Restated Investor Rights understandings under and relating to this Agreement of and, if deemed appropriate by TPG Pace or the Company, dated as a copy of this Agreement. The Holder will promptly provide any information reasonably requested by TPG Pace or the date hereofCompany for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC). (g) The Holder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by and among TPG Pace or the Company, to effect the Shareholder actions and consummate the transactions contemplated by the Business Combination Agreement and the other parties thereto substantially transactions contemplated by this Agreement and the Business Combination Agreement (including the Transactions), in each case, on the form attached hereto terms and subject to the conditions set forth therein and herein, as Exhibit A.applicable.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company neither Sparks Energy nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent 10X and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby Stockholder xxxxxx agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 8.04 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposals) and Section 8.01(c) (Support of Transaction) of the Merger Agreement to the same extent as such provisions apply to the CompanySparks Energy, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company Sparks Energy or the board of directors of the Company Sparks Energy Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company Sparks Energy Related Parties, and (z) any breach by the Company Sparks Energy of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent 10X and the other Parent Parties Xxxxxx Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement 10X and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted]. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this . (x) The Shareholder shall be entitled to directly enforce Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the contrary, extent the information relates to (xand identifies (directly or indirectly)) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees of its affiliates and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that doubt, Section 5.6(a) of the Business Combination Agreement does not apply to the Shareholder merely discussing its shares of “Equity Securities” (as defined in the Business Combination Agreement). (b1) Clause 31 (Confidentiality) of the Company Shareholders Agreement is incorporated herein by reference and shall remain responsible apply to this Agreement mutatis mutandis, and for this purpose a reference therein to “this Agreement” shall be read as a reference to this Agreement, the Business Combination, each Ancillary Agreement and/or any breach by it other agreement entered into pursuant to the terms hereof or thereof (as applicable), and a reference to “Investor” shall be read as a reference to each of this Section 2(b))BOA and Shareholder. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions which are within its powers as the holder of the Subject Company Shares and provide, or cause to be provided, all additional information or other materials which are in its possession and control as may be necessary in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement; provided that the Shareholder shall not be required to execute any additional agreements, documents or instruments that are adverse to the Shareholder (other than the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agrees that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement. (f) The Company shall (i) provide to the Shareholder a copy of the Business Combination Agreement and each Ancillary Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA, (ii) disclose to each PIPE Investor that is not an existing shareholder in or lender to a Group Company or an Affiliate thereof (each such PIPE Investor an “Institutional Investor”) any material terms and conditions offered to a PIPE Investor that (taken as a whole) are more favourable to a PIPE investor than those offered to such Institutional Investor and (iii) disclose to each PIPE Investor any material commercial arrangements between the Company and any other PIPE Investor. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall: (i) be subject to a post-Effective Time lock-up on its Company Ordinary Shares on customary terms including a post-Effective Time lock-up not to exceed 6 months provided that no shareholder with a shareholding of 1% or more of the issued share capital of the Company shall duly execute be subject to any less onerous lock up and deliver any shareholder with a shareholding of 5% or more of the issued share capital of the Company will be subject to a lock up of at least 12 months, such restriction to be subject to the exceptions from lock-up provided to Company and Parent Shareholders generally pursuant to the Eighth Amended and Restated Investor Rights Agreement, as well as an exception permitting Shareholder to distribute the Company Ordinary Shares to any Permitted Transferee under the Shareholders’ Agreement or its limited partners subject to such Permitted Transferee or limited partners (as the case may be) acceding to the lock-up arrangements. Any waivers of lock-up granted by the Company to any shareholders who, together with any person to whom a shareholder has transferred shares after the date of this Agreement, hold, immediately upon the Effective Time, more than 1% of the issued share capital in the Company shall be granted to the Shareholder in respect of its Company Ordinary Shares; and (ii) receive customary registration rights not less favourable to an investor than those afforded to (i) the PIPE Investors in respect of their Company Ordinary Shares or (ii) any other Company Shareholder that is party to the Investor Rights Agreement; in each case on terms to be further set out in the Investor Rights Agreement that are consistent with the foregoing. (h) The Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Company, dated as board of the date hereof, by and among Company (or elections thereto) following the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Effective Time.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent RACA and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Stockholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.7(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent RACA and the other Parent RACA Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement RACA and Merger Sub the other RACA Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder Stockholder hereby waives any rights of appraisalagrees to, including under Section 262 in connection with the closing of the DGCLMerger, or to execute a customary lock-up agreement with respect to any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, RACA Shares received by and among the Company, the Shareholder and the other parties thereto substantially such Stockholder in the form attached hereto as Exhibit A.Merger.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a6.07 (Public Announcements) of the Merger Agreement and (bii) Section 6.06 (Confidentiality; Public AnnouncementsNo Parent Common Stock Transactions) of the Merger Agreement to the same extent as such provisions apply provision applies to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives waives, and agrees not to exercise or assert, if applicable, and agrees to cause any record holder of its Covered Company Shares to waive and not to exercise or assert, if applicable, any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal RequirementsLaw. The Shareholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any action, derivative or otherwise, against the Company, Merger Sub, Parent or any of their respective Subsidiaries or successors: (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing); or (b) to the fullest extent permitted under applicable Law, alleging a breach of any duty of the Board of Directors of the Company or Parent in connection with the Merger Agreement, this Agreement, the Transaction Agreements, or the transactions contemplated thereby or hereby. (e) At or The Shareholder consents to the Conversion, pursuant to which each share of Company Series 1 Preferred Stock shall be converted into one share of Company Common Stock. (f) The Shareholder consents to the redemption, immediately prior to the Closing, the Shareholder shall duly execute and deliver to the of each share of Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Series 2 Preferred Stock for nominal consideration.

Other Covenants and Agreements. (a) The Shareholder a. Each Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each the Stockholders’ Agreement of the agreements set forth on Schedule B hereto Company, dated September 19, 2018 (as amended, supplemented, restated or otherwise modified from time to time (the “Stockholders’ Agreement”)) shall be automatically terminated in accordance with its terms and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing First Effective Time and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, including from and after the First Effective Time, Parent Acquiror and its Affiliates) shall have any further obligations or liabilities under each such agreementthe Stockholders’ Agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder b. Each Stockholder hereby covenants and agrees that such Stockholder shall be bound by and subject to not (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to enter into any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company voting agreement or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including voting trust with respect to any of the matters contemplated by such Stockholder’s Covered Securities that is inconsistent with such Stockholder’s obligations pursuant to this Section 2(bAgreement, (ii) (y) the Shareholder is not making any representations grant a proxy or warranties power of attorney with respect to the actions of any of the Company Related Partiessuch Stockholder’s Covered Securities that is inconsistent with such Stockholder’s obligations pursuant to this Agreement or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, and (z) any breach by the Company of or would interfere with, or prohibit or prevent it from satisfying, its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing pursuant to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees thatEach party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be reasonably necessary or appropriate to effectuate, notwithstanding anything to the contrary in any such agreement, carry out and comply with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any all of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreementthis Agreement. Without limiting the generality of the foregoing, each neither party shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) or take any other action (or fail to take any other action) if such action (or failure) would materially impair the ability of any party to effectuate, carry out or comply with all the Parties hereby terms of this Agreement. Parent agrees to promptly execute cooperate with each Shareholder in connection with any filings required to be made by a Shareholder in connection with the Merger and deliver all additional agreementsthe transactions contemplated thereby. XxXxxxx agrees and covenants that he will not, documents and instruments and takewithout the prior written consent of Parent, directly or indirectly, take any action, or cause authorize or direct any action to be taken, all actions necessary that would cause the Trust to be amended, modified, dissolved, revoked or reasonably advisable terminated in order any manner that would be adverse to achieve the purpose of the preceding sentenceParent. (b) The Shareholder shall be bound by and subject In the event a subscription election is made available to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) the shareholders of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Company under Section 6.4(b3.02(c) of the Merger Agreement, the Shareholder shall be permitted Shareholders jointly and severally agree and covenant to make a public announcement exercise such subscription election to subscribe to the extent that maximum number of Parent Common Shares for which such announcement is required by applicable stock exchange ruleShareholders are eligible to subscribe pursuant to such Section 3.02(c); provided that, (ii) the first sentence such Shareholders shall only be obligated to subscribe for such number of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement Parent Common Shares that, when added to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions aggregate number of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach Parent Common Shares received by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially Shareholders in the form attached hereto as Exhibit A.Merger, would equal 7,000,000 Parent Common Shares in the aggregate.

Other Covenants and Agreements. (a) The Shareholder Each Security Holder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination, provided that with respect to agreements set forth on Schedule B notated with an asterisk, provisions of such agreements that survive such termination shall survive) effective as of, and subject to and conditioned upon the occurrence of, the Closing Closing, and (ii) upon such termination none of the Shareholdertermination, neither the Company nor any of their respective its Affiliates (including, from and after the Effective Time, Parent the SPAC and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting agreement (except as described in the generality proviso of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentenceclause (i)). (b) The Shareholder Each Security Holder shall be bound by and subject to (i) Section 6.4(aSections 6.5 (Confidential Information) and 6.9 (ba) (ConfidentialityCommunications; Public AnnouncementsPress Release; SEC Filings) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is such Security Holder were directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding (ii) Section 6.4(b6.17 (Exclusivity) and Section 11.9 (Trust Account Waiver) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is such Security Holder were directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Each Security Holder hereby agrees to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by the SPAC and the Company, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by this Agreement. (d) Each Security Holder acknowledges and agrees that Parent the SPAC and the other Parent Parties Merger Sub are entering into the Merger Business Combination Agreement in reliance upon the Shareholder Security Holders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and and, but for the Shareholder Security Holders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent the SPAC and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At Each Security Holder agrees that it, he or prior she shall not Transfer any SPAC New Common Shares it, he or she will be issued as consideration in the Merger at Closing until the earlier of (A) six (6) months after the Closing Date, and (B) subsequent to the Closing Date, the earlier of (x) the date on which the SPAC completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its public stockholders having the right to exchange their respective SPAC New Common Shares for cash, securities or other property, or (y) the date on which the last reported sale price of the SPAC New Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. (f) Notwithstanding the provisions set forth in Section 3(e) above, Transfers of the SPAC New Common Shares issued to a Security Holder as consideration in the Merger at Closing or any of its permitted transferees (that have complied with this Section 3(f)), are permitted (a) to any Affiliate of such Security Holder, or as a distribution to any of such Security Holder’s limited partners, members or stockholders; (b) to the SPAC’s or the Company’s directors or officers, or any Affiliates or family members of any of the SPAC’s or the Company’s directors or officers, or any members or any Affiliates of the Sponsor; (c) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiaries of which are members of such individual’s immediate family or an Affiliate of such individual, or to a charitable organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (g) in the case of an individual, to a partnership, limited liability company or other entity of which such individual and/or the immediate family of such individual are the legal and beneficial owners of such entity; (h) in the case of an entity, by virtue of the laws of the state of such entity’s organization and such entity’s organizational documents upon dissolution of such entity; (i) to the SPAC pursuant to any contractual arrangement in effect at the Effective Time that provides for the repurchase by the SPAC or forfeiture of SPAC New Common Shares in connection with the termination of such Security Holder’s service to the SPAC; (j) in connection with such Security Holder’s entry into or adoption of, at any time after the Effective Time, any trading plan providing for the sale of SPAC New Common Shares by such Security Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of SPAC New Common Shares during the period referred to in Section 3(e); or (k) in the event of the SPAC’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of its public shareholders having the right to exchange their respective shares of SPAC New Common Shares for cash, securities or other property subsequent to the Closing; provided, however, that in the case of clauses (a) through (h), these permitted transferees must evidence in a writing reasonably satisfactory to the SPAC such transferee’s agreement to be bound by the Transfer restrictions in this Agreement. (g) Each Security Holder further hereby agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any Proceeding, against the SPAC, Merger Sub, the Shareholder shall duly execute and deliver Company or any of their respective successors, directors or officers (i) challenging the validity of, or seeking to enjoin the Company and Parent operation of, any provision of this Agreement or the Eighth Amended and Restated Investor Rights Business Combination Agreement or (ii) alleging a breach of any fiduciary duty of any Person in connection with the Companyevaluation, dated as of negotiation or entry into this Agreement or the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Business Combination Agreement.

Other Covenants and Agreements. (a) The Shareholder and the Company hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) , effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent MAAC and its Affiliates) shall have any further obligations or liabilities Liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder acknowledges and agrees that the Shareholder is, and during the term of this Agreement shall continue to be, bound by the confidentiality obligations set forth in the Sixth Amended and Restated Shareholders Agreement, dated June 17, 2020, by and among the Company and the Company Shareholders party thereto (the “Shareholders Agreement”). (c) The Shareholder shall not, and the Shareholder shall cause its controlled Affiliates and its and their respective officers and directors not to, and shall use reasonable best efforts to cause its other Representatives not to, at or at any time prior to the Effective Time, issue any press releases or make any public announcements with respect to this Agreement, the Business Combination Agreement or the transactions contemplated hereby or thereby that contain any information that is not, at the applicable time, already publicly available (other than as a result of disclosure by the Shareholder in violation of any applicable confidentiality obligations) without the prior written consent of the Company and MAAC; provided, however, that the Shareholder and its Representatives may issue or make, as applicable, any such press release, public announcement or other communication if such press release, public announcement or other communication is required by applicable Law or applicable rule of a stock exchange on which its or any of its Affiliates’ securities are listed, in which case the Shareholder or its applicable Representatives shall, to the extent reasonably practicable and unless and to the extent prohibited by such applicable Law, reasonably consult with the Company and MAAC in connection therewith and provide the Company and MAAC with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith. Notwithstanding anything to the contrary in this Section 2(c) or otherwise in this Agreement, the Shareholder and its Representatives may provide general information about the subject matter of this Agreement, the Business Combination Agreement and the transactions contemplated hereby and thereby (1) to their respective affiliates, their and their affiliates’ respective directors, officers, employees, partners, members, agents, attorneys, consultants and financial and other advisors, and potential sources of capital (including potential limited partners), (2) to the extent required by any federal, state, national, foreign or other regulatory or self-regulatory authority having jurisdiction over the Shareholder or its Representatives, (3) to any Person if necessary to effect compliance with any law, rule, regulation, investigation, audit, request or order of a Governmental Entity of competent jurisdiction that is applicable to the Shareholder or its Representatives, including in response to any subpoena or other legal process, audit or examinations or (4) to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities (so long as, in the case of this clause (4), the recipients of such information are subject to customary confidentiality obligations prior to the receipt of such information); provided further that in the case of the foregoing clause (1), the recipients of such information are subject to policies to protect such confidential information or agree to hold confidential the information in a manner substantially consistent with the terms of the confidentiality provisions of the Shareholders Agreement and that, in the case of the foregoing clauses (2) and (3), the Shareholder or its Representatives promptly notifies the Company of such disclosure to the extent the Shareholder or its Representatives are legally permitted to give such notice and it is reasonably practicable; provided further that no such notice shall be required where disclosure is made (x) in response to and required by a general request by a regulatory or self-regulatory authority of competent jurisdiction or (y) in connection with and required by a routine audit or examination by a bank examiner or auditor and such audit or examination does not reference the Company, this Agreement or the Business Combination Agreement. (d) The Shareholder (i) shall be bound by and subject to Section 8.18 (i) Section 6.4(a) and (b) (Confidentiality; Public AnnouncementsTrust Account Waiver) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto, and (ii) shall vote its Company Pre-Closing Common Shares, exercise its director appointment and termination rights, execute any documents and otherwise use its reasonable best efforts to take, or cause to be taken, all actions, in each case, as may be necessary or appropriate so that, immediately after the Effective Time, the Company Board consists of the number of directors, and is comprised of the individuals, determined pursuant to Section 5.16(a) (Post-Closing Directors) of the Business Combination Agreement. (e) [Except with respect to the transactions contemplated by the PIPE Subscription Agreement entered into by and among the Shareholder, the Company and MAAC on the date hereof (the “Shareholder PIPE Subscription”),]2 if applicable, the Shareholder hereby agrees to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or reasonably advisable, in each case, as mutually reasonably determined and agreed to by MAAC and the Company (such determination and agreement not to be unreasonably withheld, conditioned or delayed by either MAAC or the Company), in connection with, or otherwise in furtherance of, the transactions and the other covenants and agreements contemplated by the Business Combination Agreement or this Agreement (provided, however, that in no event shall the Shareholder be obligated to take, approve or consent to an Adverse Action). Notwithstanding anything in this Agreement to the contraryforegoing, (x) the Shareholder shall not be responsible for required to provide any information which is, based on the actions advice of the Company or the board of directors of the Company (or any committee thereof) or any officersoutside counsel, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect subject to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))legal privilege. (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted.] (b) The Shareholder shall solely be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the The Shareholder shall not be responsible for the actions subject to or bound by any other provision of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees Business Combination Agreement and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible have no responsibility for any breach or violation of or failure to comply with the provisions of the Business Combination Agreement by it of this Section 2(b))any other Person. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement (in each case to the extent that such agreements, documents or instruments are not adverse to the Shareholder). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agree that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement; (f) The Company shall provide to the Shareholder a copy of the Business Combination Agreement, the Investor Rights Agreement, the Sponsor Letter Agreement, the PIPE Subscription Agreements, the Transaction Support Agreements and the Amended and Restated Warrant Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall duly execute and deliver shall: (i) be subject to customary lock-up terms with respect to its Company Ordinary Shares including a post-Effective Time lock-up period not to exceed 12 months, subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement; and (ii) receive registration rights not less favourable than those afforded to any other Company Shareholder that is party to the Investor Rights Agreement; and Parent in each case on terms to be further set out in the Eighth Amended and Restated Investor Rights Agreement that are consistent with the foregoing. (h) The Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Companyboard of the Company (or elections thereto) following the Effective Time. (i) The Company agrees that, dated on the Effective Time and until the date on which the Shareholder has, directly or indirectly, has transferred or otherwise disposed of such number of Company Ordinary Shares which amount to two-thirds of the number of Company Ordinary Shares it holds as of the date hereof, by and among the CompanyEffective Time, the Company shall expressly grant the Shareholder with the right to appoint an individual to attend any board of director meeting of the Company (the “Observer”) as an observer, subject to having the Observer sign a confidentiality agreement with the Company on customary terms (which terms shall include, for the avoidance of doubt, restrictions on xxxxxxx xxxxxxx). Shareholder may exercise its rights under this Section 2(i) unilaterally and any failure by the other parties thereto substantially in Shareholder to appoint the form attached hereto Observer or replace such Observer which has been previously removed by the Shareholder, shall not be deemed as Exhibit A.a waiver to Shareholder’s right to appoint an Observer. (j) [Intentionally deleted].

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each Each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Sponsor Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to the terms of (i) Section 6.4(a8.07(b) (Access to Information; Confidentiality; Inspection) and Section 11.12 (b) (Confidentiality; Public AnnouncementsPublicity) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind Business Combination Agreement and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding ii) Section 6.4(b8.06 (Acquisition Proposals) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the CompanySPAC, in each case, mutatis mutandis, mutandis and as if the Shareholder is directly such Sponsor Party was a party thereto. Notwithstanding anything in this Agreement to the contrary, (xA) the Shareholder no Sponsor Party shall not be responsible for the actions of SPAC, the Company or the board of directors of the Company SPAC Board (or any committee thereof) ), any Affiliate of SPAC or any officers, directors (in their capacity as such), employees and professional advisors Representatives of any of the foregoing (the “Company SPAC Related Parties”), including with respect to any of the matters contemplated by this Section 2(b5(a), (B) (y) the Shareholder no Sponsor Party is not making any representations or warranties with respect to the actions of any of the Company SPAC Related Parties, Parties and (zC) any breach by the Company SPAC of its obligations under the Merger Business Combination Agreement shall not be considered a breach of this Section 2(b5(a) (it being understood understood, for the avoidance of doubt doubt, that the Shareholder each Sponsor Party shall remain responsible for any breach by it such Sponsor Party of this Section 2(b5(a)). (cb) The Shareholder Each of the Sponsor Parties acknowledges and agrees that Parent SPAC, Pubco and the other Parent Parties Company are entering into the Merger Business Combination Agreement and the Key Company Shareholders are entering into the Company Shareholder Support Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Sponsor Parties entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub but for the Sponsor Parties entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, SPAC, Pubco and the Company would not have entered into the Business Combination Agreement or agreed to consummate the Transactions and the Key Company Shareholders would not have entered into the Company Shareholder Support Agreement or agreed to consummate the transactions contemplated by the Merger Agreementthereby. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each Each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholders hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve terminate that certain Shareholders’ Agreement, dated as of June 11, 2021, by and among the purpose Company and the shareholders of the preceding sentenceCompany party thereto, and to cause such agreements to be of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of immediately prior to, and subject to and conditioned upon the occurrence of, the Closing, and to confirm that upon such termination neither the Company nor any of its Affiliates (including from and after the Company Merger Effective Time, True Velocity and its Affiliates) shall have any further obligations or liabilities under any such agreement. (b) The Shareholder shall Each of the Stockholders hereby agrees to be bound by and subject to (i) Section 6.4(a) and (b7.04(b) (Confidentiality; ) and Section 7.11 (Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind Agreement and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) Section 6.03 (Claims Against the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account), Section 7.03 (Requisite Approval) and Section 7.05 (Non-Solicitation) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, mutandis and as if the Shareholder is directly such Stockholder was a party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder no Stockholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and or professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) 3(b), (y) the Shareholder no Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b3(b) (it being understood for the avoidance of doubt that the Shareholder each Stockholder shall remain responsible for any breach by it of this Section 2(b3(b)). (c) The Shareholder Each of the Stockholders acknowledges and agrees that True Velocity, Parent, Parent Merger Sub and the other Parent Parties Company Merger Sub are entering into the Merger Agreement and the Parent Initial Stockholders are entering into the A&R Sponsor Support Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for the Stockholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, True Velocity, Parent, Parent Merger Sub and Company Merger Sub would not have entered into the Merger Agreement or agreed to consummate the Transactions and the Parent Initial Stockholders would not have entered into the A&R Sponsor Support Agreement or agreed to consummate the transactions contemplated by the Merger Agreementthereby. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent Capstar and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Stockholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.7(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent Capstar and the other Parent Capstar Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Capstar and Merger Sub the other Capstar Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder Stockholder hereby waives any rights of appraisalagrees to, including under Section 262 in connection with the closing of the DGCLMerger, or to execute a customary lock-up agreement with respect to any other rights to dissent Capstar Shares received by such Stockholder in the Merger, which, in any event, shall terminate no later than 180 days from the Merger that the Shareholder may have under applicable Legal RequirementsClosing. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted]. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this . (x) The Shareholder shall be entitled to directly enforce Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the contrary, extent the information relates to (xand identifies (directly or indirectly)) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees of its affiliates and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that doubt, Section 5.6(a) of the Business Combination Agreement does not apply to the Shareholder merely discussing its shares of “Equity Securities” (as defined in the Business Combination Agreement). (b1) Clause 31 (Confidentiality) of the Company Shareholders Agreement is incorporated herein by reference and shall remain responsible apply to this Agreement mutatis mutandis, and for this purpose a reference therein to "this Agreement" shall be read as a reference to this Agreement, the Business Combination, each Ancillary Agreement and/or any breach by it other agreement entered into pursuant to the terms hereof or thereof (as applicable), and a reference to "Investor" shall be read as a reference to each of this Section 2(b))BOA and Shareholder. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions which are within its powers as the holder of the Subject Company Shares and provide, or cause to be provided, all additional information or other materials which are in its possession and control as may be necessary in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement; provided that the Shareholder shall not be required to execute any additional agreements, documents or instruments that are adverse to the Shareholder (other than the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agrees that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement. (f) The Company shall (i) provide to the Shareholder a copy of the Business Combination Agreement and each Ancillary Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA, (ii) disclose to each PIPE Investor that is not an existing shareholder in or lender to a Group Company or an Affiliate thereof (each such PIPE Investor an "Institutional Investor") any material terms and conditions offered to a PIPE Investor that (taken as a whole) are more favourable to a PIPE investor than those offered to such Institutional Investor and (iii) disclose to each PIPE Investor any material commercial arrangements between the Company and any other PIPE Investor. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall: (i) be subject to a post-Effective Time lock-up on its Company Ordinary Shares on customary terms including a post-Effective Time lock-up not to exceed 6 months provided that no shareholder with a shareholding of 1% or more of the issued share capital of the Company upon the Effective Time shall duly execute be subject to any less onerous lock up and deliver any shareholder with a shareholding of 5% or more of the issued share capital of the Company upon the Effective Time will be subject to a lock up of at least 12 months, such restriction to be subject to the exceptions from lock-up provided to Company and Parent Shareholders generally pursuant to the Eighth Amended and Restated Investor Rights Agreement, as well as an exception permitting Shareholder to distribute the Company Ordinary Shares to any Permitted Transferee under the Shareholders’ Agreement or its limited partners subject to such Permitted Transferee or limited partners (as the case may be) acceding to the lock-up arrangements. Any waivers of lock-up granted by the Company to any shareholders who, together with any person to whom a shareholder has transferred shares after the date of this Agreement, hold, immediately upon the Effective Time, more than 1% of the issued share capital in the Company shall be granted to the Shareholder in respect of its Company Ordinary Shares; and (ii) receive customary registration rights not less favourable to an investor than those afforded to (i) the PIPE Investors in respect of their Company Ordinary Shares or (ii) any other Company Shareholder that is party to the Investor Rights Agreement; in each case on terms to be further set out in the Investor Rights Agreement that are consistent with the foregoing. (h) The Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Company, dated as board of the date hereof, by and among Company (or elections thereto) following the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Effective Time.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted]. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this . (x) The Shareholder shall be entitled to directly enforce Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the contrary, extent the information relates to (xand identifies (directly or indirectly)) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees of its affiliates and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that doubt, Section 5.6(a) of the Business Combination Agreement does not apply to the Shareholder merely discussing its shares of “Equity Securities” (as defined in the Business Combination Agreement). (b1) Clause 31 (Confidentiality) of the Company Shareholders Agreement is incorporated herein by reference and shall remain responsible apply to this Agreement mutatis mutandis, and for this purpose a reference therein to "this Agreement" shall be read as a reference to this Agreement, the Business Combination, each Ancillary Agreement and/or any breach by it other agreement entered into pursuant to the terms hereof or thereof (as applicable), and a reference to "Investor" shall be read as a reference to each of this Section 2(b))BOA and Shareholder. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions which are within its powers as the holder of the Subject Company Shares and provide, or cause to be provided, all additional information or other materials which are in its possession and control as may be necessary in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement; provided that the Shareholder shall not be required to execute any additional agreements, documents or instruments that are adverse to the Shareholder (other than the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agrees that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement. (f) The Company shall (i) provide to the Shareholder a copy of the Business Combination Agreement and each Ancillary Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA, (ii) disclose to each PIPE Investor that is not an existing shareholder in or lender to a Group Company or an Affiliate thereof (each such PIPE Investor an "Institutional Investor") any material terms and conditions offered to a PIPE Investor that (taken as a whole) are more favourable to a PIPE investor than those offered to such Institutional Investor and (iii) disclose to each PIPE Investor any material commercial arrangements between the Company and any other PIPE Investor. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall: (i) be subject to a post-Effective Time lock-up on its Company Ordinary Shares on customary terms including a post-Effective Time lock-up not to exceed 6 months provided that no shareholder with a shareholding of 1% or more of the issued share capital of the Company shall duly execute be subject to any less onerous lock up and deliver any shareholder with a shareholding of 5% or more of the issued share capital of the Company will be subject to a lock up of at least 12 months, such restriction to be subject to the exceptions from lock-up provided to Company and Parent Shareholders generally pursuant to the Eighth Amended and Restated Investor Rights Agreement, as well as an exception permitting Shareholder to distribute the Company Ordinary Shares to any Permitted Transferee under the Shareholders’ Agreement or its limited partners subject to such Permitted Transferee or limited partners (as the case may be) acceding to the lock-up arrangements. Any waivers of lock-up granted by the Company to any shareholders who, together with any person to whom a shareholder has transferred shares after the date of this Agreement, hold, immediately upon the Effective Time, more than 1% of the issued share capital in the Company shall be granted to the Shareholder in respect of its Company Ordinary Shares; and (ii) receive customary registration rights not less favourable to an investor than those afforded to (i) the PIPE Investors in respect of their Company Ordinary Shares or (ii) any other Company Shareholder that is party to the Investor Rights Agreement; in each case on terms to be further set out in the Investor Rights Agreement that are consistent with the foregoing. (h) The Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Company, dated as board of the date hereof, by and among Company (or elections thereto) following the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Effective Time.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted]. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this . (x) The Shareholder shall be entitled to directly enforce Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the contrary, extent the information relates to (xand identifies (directly or indirectly)) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees of its affiliates and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that doubt, Section 5.6(a) of the Business Combination Agreement does not apply to the Shareholder merely discussing its shares of “Equity Securities” (as defined in the Business Combination Agreement). (b1) Clause 31 (Confidentiality) of the Company Shareholders Agreement is incorporated herein by reference and shall remain responsible apply to this Agreement mutatis mutandis, and for this purpose a reference therein to “this Agreement” shall be read as a reference to this Agreement, the Business Combination, each Ancillary Agreement and/or any breach by it other agreement entered into pursuant to the terms hereof or thereof (as applicable), and a reference to “Investor” shall be read as a reference to each of this Section 2(b))BOA and Shareholder. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from BOA or the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions which are within its powers as the holder of the Subject Company Shares and provide, or cause to be provided, all additional information or other materials which are in its possession and control as may be necessary in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement; provided that the Shareholder shall not be required to execute any additional agreements, documents or instruments that are adverse to the Shareholder (other than the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agrees that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement. (f) The Company shall (i) provide to the Shareholder a copy of the Business Combination Agreement and each Ancillary Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA, (ii) disclose to each PIPE Investor that is not an existing shareholder in or lender to a Group Company or an Affiliate thereof (each such PIPE Investor an “Institutional Investor”) any material terms and conditions offered to a PIPE Investor that (taken as a whole) are more favourable to a PIPE investor than those offered to such Institutional Investor and (iii) disclose to each PIPE Investor any material commercial arrangements between the Company and any other PIPE Investor. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall: (i) be subject to a post-Effective Time lock-up on its Company Ordinary Shares on customary terms including a post-Effective Time lock-up not to exceed 6 months provided that no shareholder with a shareholding of 1% or more of the issued share capital of the Company upon the Effective Time shall duly execute be subject to any less onerous lock up and deliver any shareholder with a shareholding of 5% or more of the issued share capital of the Company upon the Effective Time will be subject to a lock up of at least 12 months, such restriction to be subject to the exceptions from lock-up provided to Company and Parent Shareholders generally pursuant to the Eighth Amended and Restated Investor Rights Agreement, as well as an exception permitting Shareholder to distribute the Company Ordinary Shares to any Permitted Transferee under the Shareholders’ Agreement or its limited partners subject to such Permitted Transferee or limited partners (as the case may be) acceding to the lock-up arrangements. Any waivers of lock-up granted by the Company to any shareholders who, together with any person to whom a shareholder has transferred shares after the date of this Agreement, hold, immediately upon the Effective Time, more than 1% of the issued share capital in the Company shall be granted to the Shareholder in respect of its Company Ordinary Shares; and (ii) receive customary registration rights not less favourable to an investor than those afforded to (i) the PIPE Investors in respect of their Company Ordinary Shares or (ii) any other Company Shareholder that is party to the Investor Rights Agreement; in each case on terms to be further set out in the Investor Rights Agreement that are consistent with the foregoing. (h) The Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Company, dated as board of the date hereof, by and among Company (or elections thereto) following the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Effective Time.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto 5.2(a) of the Company Disclosure Schedules to which the Shareholder is a party shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective TimeClosing, Parent the AJAX Parties and its their respective Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The At least two Business Days prior to the Election Deadline, the Company shall notify the Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement number of AJAX Class A Shares with respect to which valid requests for redemption pursuant to the same extent as such provisions apply to AJAX Shareholder Redemption were received and not validly withdrawn. If, on or before the parties to Business Day immediately preceding the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger AgreementElection Deadline, the Shareholder shall be permitted to make a public announcement delivers to the extent Company a Mix and Match Election Form indicating its Election with respect to the Subject Company Shares, and the Company determines that such announcement Mix and Match Election Form is required by applicable stock exchange ruledeficient or such Election was not properly made, it shall as promptly as practicable (iiand in any event, prior to the close of business on the Business Day immediately preceding the Election Deadline) provide the first sentence of Section 6.10(a) (No Solicitation) Shareholder with written notice thereof. Notwithstanding the foregoing, the failure of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) Company to provide such written notice of the Merger Agreement to the same extent as such provisions apply deficiency shall in no event whatsoever result in any liability to the Company, AJAX, Listco or any other Person (including any Non-Shareholder Released Entities), it being understood that the obligation to fully, completely and correctly complete the Mix and Match Election Form in each case, mutatis mutandis, as if a timely manner is the sole responsibility of the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to and neither the contraryCompany, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (AJAX, Listco or any committee thereofother Person (including any Non-Shareholder Released Entities) or shall have any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including liability with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, a deficient Mix and (z) any breach Match Election delivered by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))Shareholder. (c) The Shareholder acknowledges and agrees that Parent AJAX and the other Parent AJAX Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent AJAX and Merger Sub the other AJAX Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger AgreementBusiness Combination Agreement or the Ancillary Documents. (d) The Shareholder hereby waives shall not, and the Shareholder shall cause its Representatives not to, issue any rights of appraisal, including under Section 262 press releases or make any public announcements with respect to the Business Combination Agreement or the transactions contemplated thereby without the prior written consent of the DGCLCompany; provided, or any other rights to dissent from the Merger however, that the Shareholder or its Representatives may have issue or make, as applicable, any such press release, public announcement or other communication (i) if such press release, public announcement or other communication is required by applicable Law or the rules of any applicable stock exchange with jurisdiction, (ii) to Governmental Entities in connection with any Consents required to be obtained by the Shareholder (as distinct from the Company) under the Business Combination Agreement or the Ancillary Documents or in connection with the transactions contemplated thereby, and (iii) only to the extent such press release, public announcements or other communication contains only information previously disclosed in a press release, public announcement or other communication previously made in accordance with this Section 4(d) or Section 5.4 (Public Announcements) of the Business Combination Agreement; provided, further, however, that, in the case of (i) and (ii) above, the Shareholder or its applicable Legal RequirementsRepresentative shall, and the Shareholder shall cause its Representatives to, unless and to the extent not inconsistent with applicable Law, reasonably consult with the Company and AJAX in connection therewith and provide the Company and AJAX with an opportunity to review and comment on such press release, public announcement or communication and shall consider such comments in good faith. The Shareholder shall be responsible and liable for any breach by its Representatives of this Section 4(d). (e) At From the date of this Agreement until the earlier of the Closing or prior to the Closingtermination of the Business Combination Agreement in accordance with its terms, the Shareholder shall duly execute not, and deliver shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss with any third party or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company), other than any such offering that would only be executed after the Closing; or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. This Section 4(e) shall not restrict (x) any action by the Company or any of its Representatives or (y) any action taken by the Shareholder or its Representatives, in each case, in furtherance of any action taken by the Company or its Representatives in compliance with Section 5.6 (Exclusive Dealing) of the Business Combination Agreement. (f) The Company shall provide the Shareholder not less than three (3) Business Days’ written notice of the Closing. (g) The Shareholder acknowledges and agrees that, with respect to its Mix and Match Election Form, he, she or it will be subject to the Company restrictions (if any) set forth on Schedule A hereto. (h) In the event AJAX, Listco and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as or any of them, enter into a Transaction Support Agreement (or any similar agreement or arrangement) with any Company Shareholder on terms individually or in the date hereofaggregate materially more favorable to such Company Shareholder than this Agreement is to the Shareholder, AJAX, Listco and the Company shall promptly after such entry (and in any event within two (2) Business Days thereof) (i) notify the Shareholder in writing, which notice shall identify such materially more favorable terms, and (ii) to the extent requested in writing by and among the CompanyShareholder, execute an amendment to this Agreement in a form reasonably satisfactory to the Shareholder and the Company providing such materially more favorable terms for the benefit of the Shareholder (with no other parties thereto substantially in the form attached hereto as Exhibit A.changes to this Agreement).

Other Covenants and Agreements. (a) The Each Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(aSections 5.3(a) (Confidentiality and Access to Information) and 5.4 (b) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Agreementthereto, as if the such Shareholder is directly a party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding (ii) Section 6.4(b5.7 (ACT Exclusive Dealing) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to ACT, as if such Shareholder is directly party thereto. (b) If applicable, prior to the CompanyClosing, each Shareholder hereby agrees to as promptly as practicable execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or reasonably advisable, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement mutually reasonably determined and agreed to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of by ACT and the Company (such determination and agreement not to be unreasonably withheld, conditioned or delayed by either ACT or the Company), in connection with, or otherwise in furtherance of, the transactions and the other covenants and agreements contemplated by the Business Combination Agreement or this Agreement (provided, however, that in no event shall any Shareholder be obligated to take, approve or consent to any action that would result in any adverse economic or other material change to the Business Combination Agreement, this Agreement or any committee thereof) other Ancillary Document to which he, she or any officersit is or will be a party). If applicable, directors (in their capacity from and after the Closing, the ACT Sponsor and the Company each hereby agrees to as such)promptly as practicable execute and deliver execute and deliver all additional agreements, employees documents or instruments, take, or cause to be taken, all actions and professional advisors of any provide, or cause to be provided, all additional information or other materials as may be reasonably necessary to effectuate the purpose of the foregoing (covenants and agreements of this Agreement that survive the “Company Related Parties”)Closing. Notwithstanding the foregoing, including with respect to any of the matters contemplated by this Section 2(b) (y) the no Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Partiesshall be required to provide any information that is, and (z) any breach by based on the Company advice of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))outside counsel, subject to legal privilege. (c) The Each Shareholder acknowledges and agrees that Parent ACT and the other Parent Parties Company are entering into the Merger Business Combination Agreement in reliance upon the such Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the applicable agreements, covenants and obligations contained in this Agreement and and, but for the each Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the applicable agreements, covenants and obligations contained in this Agreement, Parent ACT and Merger Sub the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Unitholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(aSections 5.3(a) (Confidentiality and Access to Information) and (b5.4(a) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Unitholder is directly party thereto; provided that, the foregoing shall bind thereto and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) Section 5.2 (Efforts to Consummate; Litigation), the first sentence of Section 6.10(a5.5(a) (No SolicitationExclusive Dealing) and Section 9.19 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, as if the Unitholder is directly party thereto. (b) The Unitholder hereby agrees to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, mutatis mutandisas reasonably determined by PTIC II, as if in connection with, or otherwise in furtherance of, the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters transactions contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, Business Combination Agreement and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))Ancillary Documents. (c) The Shareholder Unitholder herby agrees (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law (if any) at any time with respect to the Business Combination Agreement, the Ancillary Documents and the transactions contemplated thereby and (ii) not to commence or bring in any claim challenging the validity of any provision of this Agreement or Ancillary Documents. (d) The Unitholder hereby acknowledges and agrees that Parent each of PTIC II and the other Parent Parties are Company is entering into the Merger Business Combination Agreement and the Ancillary Documents to which it is or will be a party, in reliance upon the Shareholder Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement and the Ancillary Documents and, but for the Shareholder Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement, Parent each of PTIC II and Merger Sub the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger AgreementBusiness Combination Agreement and Ancillary Documents to which it is or will be a party. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Holder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B (collectively, the “Terminated Agreements”) hereto to which it is a party shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its their terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, from and after the Effective Time, Parent Acquiror and its Affiliates) shall have any further obligations or liabilities under each any such agreement. Without limiting the generality of the foregoing, each of at the Parties Company’s expense, the Holder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions reasonably necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Holder (other than its capacity as holder of Debt Securities) hereby takes the actions set forth in Schedule C hereto, and hereby waives any other consent, notice, termination, acceleration or other rights or remedies that may arise or that may have arisen as a consequence of, in relation to, or in connection with, the execution or consummation of the Merger Agreement, the Transaction Agreements, or any transactions contemplated thereby (the “Supporting Actions”). Without limiting the generality of the foregoing, at the Company’s expense, the Holder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions reasonably necessary or reasonably advisable in order to achieve the purpose of the preceding sentence and complete the Supporting Actions. (c) The Holder shall be bound by and subject to (i) Section 6.4(a) and (b[Sections 8.05(a) (Confidentiality; Public Announcements) and] 8.05(b) (Publicity) of the Merger Agreement to the same extent as such provisions apply provision applies to the parties to the Merger AgreementCompany, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement)such provisions were stated herein, and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a8.03(a) (No SolicitationExclusivity) of the Merger Agreement and (iii) Section 6.7 6.03 (No Claim Against the Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each caseas if the Holder is directly party thereto[, mutatis mutandisand (iii) the Confidentiality Agreement to the same extent as such provisions apply to the Company, as if the Shareholder Holder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Partiesthereto]// [, and (ziii) any breach by the existing confidentiality provisions between the Company of its obligations under and the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))Holder]. (cd) The Shareholder Holder acknowledges and agrees that Parent and the other Parent Acquiror Parties are entering into the Merger Agreement in reliance upon the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub the Acquiror Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Intentionally deleted.] (b) The Shareholder shall solely be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the The Shareholder shall not be responsible for the actions subject to or bound by any other provision of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees Business Combination Agreement and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible have no responsibility for any breach or violation of or failure to comply with the provisions of the Business Combination Agreement by it of this Section 2(b))any other Person. (c) The Shareholder hereby agrees to promptly execute and deliver (including upon any written request from the Company) any and all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in connection with, or otherwise in furtherance of, the consummation of the transactions contemplated by the Business Combination Agreement or this Agreement (in each case to the extent that such agreements, documents or instruments are not adverse to the Shareholder). (d) The Shareholder acknowledges and agrees that Parent BOA and the other Parent Parties are Company is entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub neither BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At BOA and the Company acknowledge and agree that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not have entered into or agreed to consummate the transactions contemplated by this Agreement; (f) The Company shall provide to the Shareholder a copy of the Business Combination Agreement, the Investor Rights Agreement, the Sponsor Letter Agreement, the PIPE Subscription Agreements, the Transaction Support Agreements and the Amended and Restated Warrant Agreement (and each amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form with BOA. (g) BOA and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst others) prior to the ClosingEffective Time, the Shareholder shall duly execute and deliver shall: (i) be subject to customary lock-up terms with respect to its Company Ordinary Shares including a post-Effective Time lock-up period not to exceed 12 months, subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement; and (ii) receive registration rights not less favourable than those afforded to any other Company Shareholder that is party to the Investor Rights Agreement; and Parent in each case on terms to be further set out in the Eighth Amended and Restated Investor Rights Agreement that are consistent with the foregoing. (h) The Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the Companyboard of the Company (or elections thereto) following the Effective Time. (i) The Company agrees that, dated on the Effective Time and until the date on which the Shareholder has, directly or indirectly, has transferred or otherwise disposed of such number of Company Ordinary Shares which amount to two-thirds of the number of Company Ordinary Shares it holds as of the date hereof, by and among the CompanyEffective Time, the Company shall expressly grant the Shareholder with the right to appoint an individual to attend any board of director meeting of the Company (the "Observer") as an observer, subject to having the Observer sign a confidentiality agreement with the Company on customary terms (which terms shall include, for the avoidance of doubt, restrictions on xxxxxxx xxxxxxx). Shareholder may exercise its rights under this Section 2(i) unilaterally and any failure by the other parties thereto substantially in Shareholder to appoint the form attached hereto Observer or replace such Observer which has been previously removed by the Shareholder, shall not be deemed as Exhibit A.a waiver to Shareholder's right to appoint an Observer. (j) [Intentionally deleted].

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each Each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Securityholders hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to the terms of (i) Section 6.4(a8.07(b) (Access to Information; Confidentiality; Inspection) and Section 11.12 (b) (Confidentiality; Public AnnouncementsPublicity) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind Business Combination Agreement and subject the Shareholder only to the confidentiality (ii) Section 8.06 (Acquisition Proposals) and non-use obligations of the Confidentiality Agreement Section 11.01 (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(bTrust Account Waiver) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, mutandis and as if the Shareholder is directly such Securityholder was a party thereto. Notwithstanding anything in this Agreement to the contrary, (xA) the Shareholder no Securityholder shall not be responsible for the actions of the Company or the board of directors of Company, the Company Board (or any committee thereof) ), any Affiliate of the Company or any officers, directors (in their capacity as such), employees and professional advisors Representatives of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b3(a), (B) (y) the Shareholder no Securityholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, Parties and (zC) any breach by the Company of its obligations under the Merger Business Combination Agreement shall not be considered a breach of this Section 2(b3(a) (it being understood understood, for the avoidance of doubt doubt, that the Shareholder each Securityholder shall remain responsible for any breach by it such Securityholder of this Section 2(b3(a)). (cb) The Shareholder Each of the Securityholders acknowledges and agrees that Parent SPAC, Pubco and the other Parent Company are entering into the Business Combination Agreement and the Sponsor Parties are entering into the Merger Sponsor Support Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Securityholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub but for the Securityholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, SPAC, Pubco and the Company would not have entered into the Business Combination Agreement or agreed to consummate the Transactions and the Sponsor Parties would not have entered into the Sponsor Support Agreement or agreed to consummate the transactions contemplated by the Merger Agreementthereby. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence[Reserved.] (b) The Shareholder shall Each of the Shareholders hereby agrees to be bound by and subject to (i) Section 6.4(a) and (b7.04(b) (Confidentiality; ) and Section 7.11 (Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind Agreement and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) Section 6.03 (Claims Against the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account), Section 7.03 (Requisite Approval) and Section 7.05 (Non-Solicitation) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, mutandis and as if the such Shareholder is directly was a party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the no Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and or professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) 3(b), (y) the no Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b3(b) (it being understood for the avoidance of doubt that the each Shareholder shall remain responsible for any breach by it of this Section 2(b3(b)). (c) The Shareholder Each of the Shareholders acknowledges and agrees that Pubco, Parent, Parent Merger Sub and the other Parent Parties Company Merger Sub are entering into the Merger Agreement and the Parent Initial Shareholders are entering into the A&R Sponsor Support Agreement in reliance upon the Shareholder Shareholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Agreement, and but for the Shareholder Shareholders entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Parent Merger Sub would not have entered into the Merger Agreement or agreed to consummate the Transactions and the Parent Initial Shareholders would not have entered into the A&R Sponsor Support Agreement or agreed to consummate the transactions contemplated by the Merger Agreementthereby. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Each Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B II hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent PubCo and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, consents, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Each Stockholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub the other Parent Parties would not have entered into or agreed to consummate the transactions contemplated by Transactions. (c) On the Merger Closing Date, each Stockholder shall deliver to Parent a duly executed copy of (i) the Voting Agreement and (ii) the Lock-Up Agreement. On the Closing Date, each Stockholder that is an Affiliate of PubCo as of the Effective Time shall deliver to Parent a duly executed copy of the Registration Rights Agreement. (d) The Shareholder hereby waives From the date hereof through the Closing Date, each institutional Stockholder (a “Corporate Stockholder”) shall not, and shall cause each of its respective Representatives not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any rights Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of appraisalany Person relating to a possible Alternative Transaction or (iii) in furtherance and without limitation of such Stockholder’s obligations pursuant to Section 1(a), including under Section 262 approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. Immediately following the execution of this Agreement, each Corporate Stockholder shall, and shall cause each of its Representatives to, terminate any existing discussions or negotiations with any Persons other than Parent, on the DGCLone hand, or the Company, on the other hand, concerning any other rights to dissent from Alternative Transaction; provided that a Corporate Stockholder and its Representatives may assist the Merger that Company in the Shareholder may have under applicable Legal RequirementsCompany’s existing licensing, collaboration, development and partnering discussions. Each Corporate Stockholder shall be responsible for any acts or omissions of any of its Representatives that, if they were the acts or omissions of such Stockholder, would be deemed a breach of such Stockholder’s obligations hereunder. (e) At If an Alternative Proposal is communicated in writing to any Corporate Stockholder or any of their respective Representatives, such Corporate Stockholders shall as promptly as practicable (and in any event within one (1) Business Day after receipt thereof) advise Company, orally and in writing, of such Alternative Proposal and the material terms and conditions thereof (including any changes thereto) and the identity of the Person making any such Alternative Proposal. Company shall promptly as practical (an in any event one (1) Business Day after receipt thereof) advise Parent, orally and in writing, of such Alternative Proposal and the material terms and conditions thereof (including any changes thereto) and the identity of the Person making any such Alternative Proposal and the Corporate Stockholder that received such Alternative Proposal. The Corporate Stockholders shall keep Company informed, and Company shall keep Parent informed, on a reasonably current basis of material developments with respect to any such Alternative Proposal. (f) Each Stockholder hereby agrees that the Merger shall not be considered a “Deemed Liquidation Event” under the terms of the Company Certificate of Incorporation (as such term is defined therein) and that the Stockholders shall make such election by written notice sent to the Company at least ten (10) days prior to the Closing, Closing Date and otherwise in accordance with the Shareholder shall duly execute and deliver to terms of the Company and Parent the Eighth Amended and Restated Investor Rights Agreement Certificate of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Incorporation.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B A hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its their terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (includingincluding the other Group Companies and, from and after the Effective Time, Parent Dragoneer and its Affiliates) shall have any further obligations or liabilities under each any such agreement; provided, however, that Section 1(f) (Expense Reimbursement) and Section 16 (Indemnification) of the agreement marked with an asterisk (*) on Schedule A and any other indemnification and expense reimbursement provisions that are contemplated to survive the termination of such agreement shall survive such termination in accordance with their terms. Without limiting the generality of the foregoing, each of the Parties Shareholder hereby agrees agrees, if applicable, to use its reasonable best efforts to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (bSections 5.3(a) (Confidentiality; ) and 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each caseas if the Shareholder is directly party thereto, mutatis mutandisand (iii) the Confidentiality Agreement to the same extent as such provisions apply to the Company, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Dragoneer Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub Agreement the Dragoneer Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company neither PrimeBlock nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent 10X and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 8.04 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposals) and Section 8.01(c) (Support of Transaction) of the Merger Agreement to the same extent as such provisions apply to the CompanyPrimeBlock, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company PrimeBlock or the board of directors of the Company PrimeBlock Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company PrimeBlock Related Parties, and (z) any breach by the Company PrimeBlock of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent 10X and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement 10X and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company neither African Agriculture nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent 10X and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby Stockholder xxxxxx agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 8.04 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposals) and Section 8.01(c) (Support of Transaction) of the Merger Agreement to the same extent as such provisions apply to the CompanyAfrican Agriculture, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company African Agriculture or the board of directors of the Company African Agriculture Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company African Agriculture Related Parties, and (z) any breach by the Company African Agriculture of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent 10X and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement 10X and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 8.04 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposals), Section 8.01(c) (Support of Transaction), and Section 11.13 (Trust Account Waiver) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) 2(a), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b2(a) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b2(a)). (cb) The Shareholder Stockholder acknowledges and agrees that Parent GWAC and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement GWAC and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Each Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(aSections 5.3(a) (Confidentiality and Access to Information) and 5.4 (b) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Agreementthereto, as if the such Shareholder is directly a party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding (ii) Section 6.4(b5.7 (Spree Exclusive Dealing) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to Spree, as if such Shareholder is directly party thereto. (b) If applicable, prior to the CompanyClosing, each Shareholder hereby agrees to as promptly as practicable execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or reasonably advisable, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement mutually reasonably determined and agreed to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of by Spree and the Company (such determination and agreement not to be unreasonably withheld, conditioned or delayed by either Spree or the Company), in connection with, or otherwise in furtherance of, the transactions and the other covenants and agreements contemplated by the Business Combination Agreement or this Agreement (provided, however, that in no event shall any Shareholder be obligated to take, approve or consent to any action that would result in any adverse economic or other material change to the Business Combination Agreement, this Agreement or any committee thereof) other Ancillary Document to which he, she or any officersit is or will be a party). If applicable, directors (in their capacity from and after the Closing, the Spree Sponsor and the Company each hereby agrees to as such)promptly as practicable execute and deliver execute and deliver all additional agreements, employees documents or instruments, take, or cause to be taken, all actions and professional advisors of any provide, or cause to be provided, all additional information or other materials as may be reasonably necessary to effectuate the purpose of the foregoing (covenants and agreements of this Agreement that survive the “Company Related Parties”)Closing. Notwithstanding the foregoing, including with respect to any of the matters contemplated by this Section 2(b) (y) the no Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Partiesshall be required to provide any information that is, and (z) any breach by based on the Company advice of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))outside counsel, subject to legal privilege. (c) The Each Shareholder acknowledges and agrees that Parent Spree and the other Parent Parties Company are entering into the Merger Business Combination Agreement in reliance upon the such Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the applicable agreements, covenants and obligations contained in this Agreement and and, but for the each Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the applicable agreements, covenants and obligations contained in this Agreement, Parent Spree and Merger Sub the Company would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent ACTC and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 8.04 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposal) and Section 8.01(c) (Support of Transaction) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent ACTC and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement ACTC and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Each Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b5.3(a) (Confidentiality; ) and Section 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is such Stockholder were directly party thereto; provided that, the foregoing and each Stockholder and Dx. Xxxxxxxx shall bind be bound by and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.6(a) (No SolicitationExclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandisCompanies, as if the Shareholder is such Stockholder were directly party thereto. Notwithstanding anything Dx. Xxxxxxxx shall, in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions his capacity as Executive Vice Chairman of the Company or the board Board of directors Directors of Hyperfine and Executive Chairman of the Company (Board of Directors of Liminal, cause to be done such further acts and things as may be reasonably necessary or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of advisable to cause the foregoing (the “Company Related Parties”), including with respect Companies to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of fulfill its obligations under the Merger Business Combination Agreement shall not be considered a breach of this Section 2(b) (it being understood for and consummate the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b))transactions contemplated thereby. (cb) The Shareholder Each Stockholder and Dx. Xxxxxxxx acknowledges and agrees that Parent HealthCor and the other Parent Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder such Stockholder and Dx. Xxxxxxxx entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, HealthCor and the other Parent and Merger Sub Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect agreement and to each the extent such agreement to which the Shareholder Stockholder is a party to any such agreement, effective as of the Closing, (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent Acquiror and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoingforegoing or Section 2(d), each of the Parties Stockholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. Without limiting the generality of the foregoing or Section 2(d), the Stockholder hereby agrees to promptly execute and deliver all additional mutually agreed upon agreements, documents and instruments (such agreement not to be unreasonably withheld, conditioned or delayed; provided, that the Stockholder agrees that any document that reflects the substance of the immediately preceding sentence (and not any other substantive provisions) and is solely for purposes of properly effectuating any such termination as provided in accordance with the terms of the immediately preceding sentence shall be reasonable) and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 7.05 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 5.04 (No Claim Against the Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”) or any other owner of equity securities of the Company (or Affiliate of such owner), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, Parties or any other owner of equity securities of the Company (or Affiliate of such owner) and (z) any breach by the Company or any other owner of equity securities of the Company (or Affiliate of such owner) of its respective obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent Acquiror and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement Acquiror and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisalUpon, including under Section 262 and subject to, the consummation of the DGCL, or any other rights to dissent from transactions contemplate by the Merger that Agreement, each of the Shareholder may have under applicable Legal Requirements. (e) At or prior Acquiror and the Stockholder shall deliver duly executed counterparts to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Registration Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.A [and the Stockholder’s Agreement in the form attached hereto as Exhibit B to be effective as of the Closing]. (e) Upon the Closing, the Parties hereby acknowledge that certain Registration and Shareholder Rights Agreement, dated as of September 16, 2020, by and among the Acquiror, the Sponsor and the other parties thereto, and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no further force or effect.

Other Covenants and Agreements. (a) The Shareholder Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company neither Sparks Energy nor any of their respective its Affiliates (including, including from and after the Effective Time, Parent 10X and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby Stockholder xxxxxx agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Stockholder shall be bound by and subject to (i) Section 6.4(a) and (b) 8.04 (Confidentiality; Public AnnouncementsPublicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposals) and Section 8.01(c) (Support of Transaction) of the Merger Agreement to the same extent as such provisions apply to the CompanySparks Energy, in each case, mutatis mutandis, as if the Shareholder Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder Stockholder shall not be responsible for the actions of the Company Sparks Energy or the board of directors of the Company Sparks Energy Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder Stockholder is not making any representations or warranties with respect to the actions of any of the Company Sparks Energy Related Parties, and (z) any breach by the Company Sparks Energy of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder Stockholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Stockholder acknowledges and agrees that Parent 10X and the other Parent Parties Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement 10X and Merger Sub would not have entered into into, or agreed to consummate the transactions contemplated by by, the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, neither the Company nor any of their respective its Affiliates (including, from and after the Effective Time, Parent JAWS and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties Shareholder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b5.3(a) (Confidentiality; ) and Section 5.4(a) (Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a5.5(a) (No SolicitationExclusive Dealing) and Section 9.18 (Trust Account Waiver) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) ), (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Business Combination Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent JAWS and the other Parent JAWS Parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent Agreement JAWS and Merger Sub the other JAWS Parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 Chapter 13 of the DGCLCalifornia Corporations Code, as amended, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal RequirementsLaw. (e) [At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent JAWS the Eighth Amended and Restated Investor A&R Registration Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.Agreement.]1

Other Covenants and Agreements. (a) The Shareholder Holder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of neither the Shareholder, [the Company nor any of their respective Affiliates (includingCompany][Blocker] or its affiliates and, from and after the Effective Time, Parent TPG Pace and its Affiliatesaffiliates) shall have any further obligations or liabilities under each such agreement; provided, however, that the indemnification provisions that are contemplated to survive the agreement marked with an asterisk (*) on Schedule B shall survive such termination in accordance with their terms. Without limiting the generality of the foregoing, each of the Parties Holder hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder Holder shall be bound by by, subject to, and subject to afforded the benefits of, as applicable, (i) Section 6.4(a) the Confidentiality Agreement, as if the Holder is directly party thereto, and 9.09 (b) (Confidentiality; Public Announcements) of the Merger Business Combination Agreement to the same extent as such provisions apply to the parties to the Merger Business Combination Agreement, as if the Shareholder Holder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a9.04 (Exclusivity) and Section 8.03 (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Claims against Trust Account) of the Merger Business Combination Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder Holder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder Holder acknowledges and agrees that Parent TPG Pace and the other Parent Parties parties are entering into the Merger Business Combination Agreement in reliance upon the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder Holder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent TPG Pace and Merger Sub the other parties would not have entered into or agreed to consummate the transactions contemplated by the Merger Business Combination Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.