Common use of Other Covenants and Agreements Clause in Contracts

Other Covenants and Agreements. (a) The Stockholder shall be bound by and subject to (i) Section 8.04 (Confidentiality; Publicity) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, and (ii) Section 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 Company, in each case, mutatis mutandis, as if the Stockholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Stockholder 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 4(a), (y) the 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 4(a) (it being understood for the avoidance of doubt that the Stockholder shall remain responsible for any breach by it of this Section 4(a)). (b) The Stockholder acknowledges and agrees that 10X and Merger Sub are entering into the Merger Agreement in reliance upon 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 and 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 10X and Merger Sub would not have entered into, or agreed to consummate the transactions contemplated by, the Merger Agreement.

Other Covenants and Agreements. (a) The Stockholder Supporting Company Investor shall be bound by and subject to (i) Section 8.04 (Confidentiality; PublicitySections 7.05(b) and 7.11 of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, and (ii) Section 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 Business Combination Agreement to the same extent as such provisions apply to the Company, in each caseas if the Supporting Company Investor is directly party thereto, mutatis mutandisand (ii) the first and second sentences of Section 7.01(a), Section 7.01(b), Section 7.01(c) and Section 6.04 of the Business Combination Agreement to the same extent as such provisions apply to the Company, as if the Stockholder Supporting Company Investor is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Stockholder 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 4(a), (y) the 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 4(a) (it being understood for the avoidance of doubt that the Stockholder shall remain responsible for any breach by it of this Section 4(a)). (b) The Stockholder Supporting Company Investor acknowledges and agrees that 10X and Merger Sub are SPAC is entering into the Merger Business Combination Agreement in reliance upon the Stockholder Supporting Company Investor 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 Stockholder Supporting Company Investor 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 10X and Merger Sub Agreement, SPAC would not have entered into, into or agreed to consummate the transactions contemplated byby the Business Combination Agreement. (c) The Supporting Company Investor hereby consents to the publication and disclosure in the Registration Statement (and, as and to the extent otherwise required by applicable securities laws or the SEC or any other securities authorities, any other documents or communications provided by SPAC or the Company to any Governmental Authority or to securityholders of SPAC) of the Supporting Company Investor’s identity and beneficial ownership of Subject Company Shares and Subject Company Notes and the nature of such Supporting Company Investor’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by SPAC or the Company, a copy of this Agreement. Each Supporting Company Investor will promptly provide any information reasonably requested by SPAC or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC). (d) The Supporting Company Investor and the Company agree that (x) effective as of the Closing, the Merger Amended and Restated Shareholders’ Agreement, dated as of March 3, 2020, by and among Swvl Inc. and the shareholders of Swvl Inc. party thereto shall automatically terminate and be of no further force or effect without any notice or other action by any Party or other Person and (y) effective as of the date hereof, all other agreements, arrangements or understandings (whether or not written) between the Supporting Company Investor and its affiliates, on the one hand, and the Company and its affiliates, on the other hand, including, without limitation, those agreements, arrangements or understandings (whether or not written) set forth on Schedule B, shall each automatically terminate and be of no further force or effect without any notice or other action by any Party or other Person; provided, that this Section 3(d) shall not result in the termination of (i) any agreements, arrangements or understandings entered into in connection with the Transactions, (ii) any agreements, arrangements or understandings setting forth the terms of employment or director service (including indemnification or similar arrangements related thereto) of the Supporting Company Investor or (iii) any Subject Company Notes. As of the applicable time of termination, all rights, obligations and liabilities under any of the foregoing shall be deemed satisfied and none of the Company, Holdings nor the Supporting Company Investor, nor any of their respective affiliates, successors in interest or assigns, shall have any further rights, obligations or liabilities thereunder.

Other Covenants and Agreements. (a) The Stockholder shall be bound by and subject to (i) Section 8.04 (Confidentiality; Publicity) of the Merger Agreement If applicable, prior to the same extent Closing, Moringa Sponsor hereby agrees to execute and deliver, as such provisions apply promptly as practicable, all additional agreements, documents or instruments, take, or cause to the parties be taken, all actions and provide, or cause to the Merger Agreementbe provided, and (ii) Section 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 all additional information or other materials as such provisions apply to the Companymay be necessary or reasonably advisable, in each case, mutatis mutandis, as if the Stockholder is directly party thereto. Notwithstanding anything in this Agreement mutually reasonably determined and agreed to the contrary, (x) the Stockholder shall not be responsible for the actions of the Company or the board of directors of by Xxxxxxx and the Company (such determination and agreement not to be unreasonably withheld, conditioned or any committee thereof) delayed by either Moringa or any officers, directors (in their capacity as suchthe Company), employees in connection with, or otherwise in furtherance of, the transactions and professional advisors of any of the foregoing other covenants and agreements contemplated by the Business Combination Agreement or this Agreement (provided, however, that in no event shall the “Company Related Parties”)Shareholder be obligated to take, including with respect approve or consent to any of the matters contemplated by this Section 4(a), (y) the Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) action that would result in any breach by Moringa Sponsor of the Business Combination Agreement, this Agreement or any other Transaction Agreement to which it is or will be a party). If applicable, from and after the Closing, the Moringa Sponsor and the Company each 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 reasonably necessary to effectuate the purpose of its obligations under the Merger Agreement shall not be considered a breach covenants and agreements of this Section 4(a) (it being understood for Agreement that survive the avoidance Closing. Notwithstanding the foregoing, neither the Shareholder nor the Company shall be required to provide any information that is, based on the advice of doubt that the Stockholder shall remain responsible for any breach by it of this Section 4(a))outside counsel, subject to legal privilege. (b) The Stockholder Shareholder will comply with, and fully perform all of its obligations, covenants and agreements set forth in the Sponsor Letter, including the obligations of the Shareholder not to transfer any Subject Securities (except as permitted therein) and not to redeem any SPAC shares owned by the Shareholder in connection with the transactions contemplated by the Business Combination Agreement or participate in any redemption of any of such SPAC shares by tendering or submitting any of such SPAC shares for redemption in connection with the Transactions. Neither the Shareholder nor the SPAC shall amend, terminate or otherwise modify the Sponsor Letter without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Shareholder acknowledges and agrees that 10X Moringa and Merger Sub the Company are entering into the Merger Business Combination Agreement in reliance upon the Stockholder 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 Stockholder 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 10X Agreement, Moringa and Merger Sub the Company would not have entered into, into or agreed to consummate the transactions contemplated byby the Business Combination Agreement. (d) Effective as of immediately prior to the Closing, the Merger Shareholder shall surrender to the SPAC for retirement up to 1,567,000 of the SPAC Founders Shares, such that the Shareholder will hold 1,308,000 SPAC Founders Shares (the “Retained Shares”) upon the Closing (which includes the one (1) SPAC Class B Share that will convert automatically into a SPAC Class A Share upon the Closing under the Governing Documents of SPAC). As provided in the Amended Registration Rights Agreement and in the Lock-Up Agreement, all SPAC Founders Shares that SPAC Sponsor continues to hold following the Closing shall remain subject to the six (6)-month lock-up period set forth in Sponsor Letter, subject to the potential earlier release of up to fifty percent (50%) of the SPAC Founders Shares from that lock-up based on the market price of the SPAC Class A Shares closing above $12.00 for any 20 trading days within any 30-trading day period, as provided in the Sponsor Letter. However, to the extent the amount of unrestricted and freely usable cash in SPAC’s bank account as of the Closing is less than $500,000, then the Shareholder shall surrender to the SPAC for retirement (i) an additional eight thousand (8,000) SPAC Founder Shares, and (ii) for every $1,000 deficiency from that $500,000 amount, and up to a maximum allowable deficiency of $150,000, an additional three hundred thirty-three and one-third (333⅓) SPAC Founder Shares (rounded to the nearest whole share), up to a total of 50,000 SPAC Founder Shares of the Retained Shares. Prior to the Closing, the SPAC Sponsor may transfer up to 1,567,000 SPAC Class A Shares held by SPAC Sponsor and destined for surrender, for reduction of transaction related fees, or to transfer to non-Affiliate third-party investors providing backstop financing, non-redemption agreements or other financial support in connection with the transactions contemplated by this Agreement, as determined by SPAC in consultation with the Company (the “Backstop Shares”). Any of the 1,567,000 Backstop Shares not utilized as envisaged above will be subject to forfeiture by the SPAC Sponsor and cancelled.

Other Covenants and Agreements. (a) The Each Stockholder shall be bound by and subject to (iSection 5.3(a) Section 8.04 (Confidentiality; Publicity) 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 such Stockholder were directly party thereto, and each Stockholder and Dx. Xxxxxxxx shall be bound by and subject to the first sentence of Section 5.6(a) (ii) Section 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition ProposalsExclusive Dealing) and Section 8.01(c) 8.18 (Support of TransactionTrust Account 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 such Stockholder is were directly party thereto. Notwithstanding anything Dx. Xxxxxxxx shall, in this Agreement to the contrary, (x) the Stockholder shall not be responsible for the actions his capacity has Executive Chairman of the Company or the board Board of directors Directors of the Company (Company, 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 the foregoing (the “Company Related Parties”), including with respect advisable to any of the matters contemplated by this Section 4(a), (y) the Stockholder is not making any representations or warranties with respect to the actions of any of cause the Company Related Parties, and (z) any breach by the Company of to fulfill its obligations under the Merger Business Combination Agreement shall not be considered a breach of this Section 4(a) (it being understood for and consummate the avoidance of doubt that the Stockholder shall remain responsible for any breach by it of this Section 4(a))transactions contemplated thereby. (b) The Each Stockholder and Dx. Xxxxxxxx acknowledges and agrees that 10X HighCape and Merger Sub the other HighCape Parties are entering into the Merger Business Combination Agreement in reliance upon the 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 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 10X Agreement, HighCape and Merger Sub the other HighCape Parties would not have entered into, into or agreed to consummate the transactions contemplated by, by the Merger Business Combination Agreement.

Other Covenants and Agreements. a. Each Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, (ai) The the Investors’ Rights Agreement of the Company, dated April 19, 2017 (as amended, supplemented, restated or otherwise modified from time to time (the “Investors’ Rights 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 Effective Time and (ii) upon such termination neither the Company nor any of its Affiliates (including from and after the Effective Time, Acquiror and its Affiliates) shall have any further obligations or liabilities under the Investors’ Rights Agreement. Without limiting the generality of the foregoing, each Stockholder hxxxxx 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. Each Stockholder hereby covenants and agrees that such Stockholder shall not (i) enter into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Securities that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of such 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, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. Each Stockholder hereby agrees to be bound by and subject to (i) Section 8.04 5.3(a) (Confidentiality; PublicityConfidentiality and Access to Information), Section 5.4(a) (Public Announcements) and Section 8.18 (Trust Account Waiver) 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 such Stockholder is directly party thereto, and (ii) Section 6.04 (No Claim Against the Trust Account), Section 6.06 (Non-Solicitation; Acquisition Proposals) and Section 8.01(c5.6(a) (Support of TransactionExclusive Dealing) 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 Stockholder is directly party thereto. Notwithstanding anything . d. Each Stockholder hereby agrees to promptly notify Acquiror in this Agreement writing of any changes or updates to Schedule I attached hereto as it relates to such Stockholder after the contrary, (x) date hereof. e. The Company and the Stockholder shall Acquiror hereby agree 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 to take any of the foregoing (actions set forth on Schedule 3(e) hereto, without the “Company Related Parties”), including with respect to any prior written consent of the matters contemplated by this Section 4(a), (y) the 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 4(a) (it being understood for the avoidance of doubt that the Stockholder shall remain responsible for any breach by it of this Section 4(a))Stockholder. (b) The Stockholder acknowledges and agrees that 10X and Merger Sub are entering into the Merger Agreement in reliance upon 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 and 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 10X and Merger Sub would not have entered into, or agreed to consummate the transactions contemplated by, the Merger Agreement.

Other Covenants and Agreements. (a) The Stockholder shall be bound by and subject to (i) Section 8.04 (Confidentiality; Publicity) of the Merger Agreement If applicable, prior to the same extent Closing, Moringa Sponsor hereby agrees to execute and deliver, as such provisions apply promptly as practicable, all additional agreements, documents or instruments, take, or cause to the parties be taken, all actions and provide, or cause to the Merger Agreementbe provided, and (ii) Section 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 all additional information or other materials as such provisions apply to the Companymay be necessary or reasonably advisable, in each case, mutatis mutandis, as if the Stockholder is directly party thereto. Notwithstanding anything in this Agreement mutually reasonably determined and agreed to the contrary, (x) the Stockholder shall not be responsible for the actions of the Company or the board of directors of by Xxxxxxx and the Company (such determination and agreement not to be unreasonably withheld, conditioned or any committee thereof) delayed by either Moringa or any officers, directors (in their capacity as suchthe Company), employees in connection with, or otherwise in furtherance of, the transactions and professional advisors of any of the foregoing other covenants and agreements contemplated by the Business Combination Agreement or this Agreement (provided, however, that in no event shall the “Company Related Parties”)Shareholder be obligated to take, including with respect approve or consent to any of the matters contemplated by this Section 4(a), (y) the Stockholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) action that would result in any breach by Moringa Sponsor of the Business Combination Agreement, this Agreement or any other Transaction Agreement to which it is or will be a party). If applicable, from and after the Closing, the Moringa Sponsor and the Company each 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 reasonably necessary to effectuate the purpose of its obligations under the Merger Agreement shall not be considered a breach covenants and agreements of this Section 4(a) (it being understood for Agreement that survive the avoidance Closing. Notwithstanding the foregoing, neither the Shareholder nor the Company shall be required to provide any information that is, based on the advice of doubt that the Stockholder shall remain responsible for any breach by it of this Section 4(a))outside counsel, subject to legal privilege. (b) The Stockholder Shareholder will comply with, and fully perform all of its obligations, covenants and agreements set forth in the Sponsor Letter, including the obligations of the Shareholder not to transfer any Subject Securities (except as permitted therein) and not to redeem any SPAC shares owned by the Shareholder in connection with the transactions contemplated by the Business Combination Agreement or participate in any redemption of any of such SPAC shares by tendering or submitting any of such SPAC shares for redemption in connection with the Transactions. Neither the Shareholder nor the SPAC shall amend, terminate or otherwise modify the Sponsor Letter without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Shareholder acknowledges and agrees that 10X Moringa and Merger Sub the Company are entering into the Merger Business Combination Agreement in reliance upon the Stockholder 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 Stockholder 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 10X Agreement, Moringa and Merger Sub the Company would not have entered into, into or agreed to consummate the transactions contemplated by the Business Combination Agreement. (d) Within 30 days following the execution of the Business Combination Agreement, SPAC Sponsor shall invest $350,000 in TopCo in respect of the SPAC Sponsor Investment and shall be issued by TopCo in respect thereof 1,343,000 new TopCo Shares. If SPAC Sponsor invests an additional amount of up to $150,000 in TopCo prior to the Closing (for an aggregate SPAC Sponsor Investment amount of up to $500,000), SPAC Sponsor shall be issued by TopCo in respect thereof additional TopCo Shares at a price of $10.00 per share. To the extent the amount of the SPAC Sponsor Investment, including amounts funded by the SPAC Sponsor immediately prior to the Closing, is less than $500,000, then the SPAC Sponsor shall surrender to TopCo for retirement (i) eight thousand (8,000) TopCo Shares, and (ii) for every $1,000 deficiency from that $500,000 amount, up to a maximum allowable deficiency of $150,000, an additional three hundred thirty-three and one-third (333⅓) TopCo Shares (rounded to the nearest whole share), thereby yielding a maximum possible forfeiture by SPAC Sponsor of 58,000 TopCo Shares. As provided in the Amended Registration Rights and Lock-Up Agreement, all TopCo Shares issued to the Sponsor in respect of the SPAC Sponsor Investment and that remain outstanding following the Closing shall be subject to a six (6)-month lock-up period (echoing the lock-up set forth in the Sponsor Letter), subject to the potential earlier release of up to fifty percent (50%) of those TopCo Shares from that lock-up based on the market price of the TopCo Shares closing above $12.00 for any 20 trading days within any 30-trading day period. (e) Effective as of immediately prior to the Closing, SPAC Sponsor shall surrender to the SPAC for retirement all 2,875,000 SPAC Founders Shares, (which includes the one (1) SPAC Class B Share that was to convert automatically into a SPAC Class A Share immediately prior to the Closing under the Governing Documents of SPAC) (the “Sponsor Share Surrender”). Prior to the Closing, however, the SPAC Sponsor may transfer up to 1,567,000 of the 2,875,000 SPAC Founders Shares held by SPAC Sponsor and destined for surrender, for reduction of transaction related fees, or to non-Affiliate third-party investors that provide backstop financing, that enter into non-redemption agreements with SPAC, or that provide other financial support in connection with the Transactions, as determined by SPAC in consultation with the Company (the “Backstop Shares”). Any of the 1,567,000 Backstop Shares not utilized as envisaged above will be forfeited by the SPAC Sponsor effective immediately prior the Closing and cancelled. SPAC hereby waives any restriction on the transfer of the Backstop Shares to, and any post-Closing lock-up restrictions on the transfer of the Backstop Shares by, any such third-party transferees under the Merger AgreementSponsor Letter.