Common use of Other Covenants and Agreements Clause in Contracts

Other Covenants and Agreements. (a) The Shareholders acknowledges and agree that (i) the Company is entering or has entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. (a) The Shareholders acknowledges Merger Agreement contains certain other covenants and agree that (i) agreements, including covenants relating to: • cooperation between Textron and Arctic Cat in the Company is entering or has entered into preparation of the Business Combination AgreementOffer, of which this Schedule TO forms a part, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the TransactionsSchedule 14D-9, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as if applicable, the representationsproxy statement, warranties, agreements, covenants and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a partyif necessary, and agreeing other required filings; • subject to certain limitations, reasonable access to information about Arctic Cat to be bound by, made available upon Textron's request; • consultation between Arctic Cat and perform, or otherwise comply with, as applicable, Textron prior to making any public statements relating to the representations, warranties, agreements, covenants and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, thereby; • delisting of Arctic Cat Common Stock from NASDAQ and deregistering of Arctic Cat Common Stock under the Business Combination Agreement, the Note Purchase Agreement, Exchange Act; • promptly notifying the other Note Documents and party of the Equity Purchase Documents and occurrence of an event that would or would be reasonably likely to (i) prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement or (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and result in the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance failure of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company any condition set forth in the Business Combination Merger Agreement and described in "Conditions to the Completion of the Merger" in this Section 12(a)—"Merger Agreement" of this Offer to Purchase to be satisfied or receipt of any notice or other communication from any governmental authority or any other Ancillary Document) securities market in connection with the transactions contemplated by the Merger Agreement; • Arctic Cat consulting, if practicable, with Textron prior to making publicly available its financial results for any period after the date of the Merger Agreement and prior to filing any report or document with the SEC after the date of the Merger Agreement; • prior to the Effective Time, upon Textron's request, Arctic Cat causing any other Person, either express director or implied, officer of Arctic Cat and each Shareholderof its subsidiaries to execute and deliver a letter effectuating his or her resignation as a director or officer, on its own behalf as the case may be, of such entity effective as of the Effective Time; • Arctic Cat undertaking certain actions at least two (2) business days prior to the expected Acceptance Time or the Merger Closing, as requested by Textron after the date of the Merger Agreement, relating to the repayment in full of all obligations under the Existing Credit Agreement; and • Arctic Cat notifying Textron promptly (and in any event within five (5) calendar days) in writing of any material investigations or directives regarding any product produced, sold or distributed by or on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company Arctic Cat or any other Person makes of its subsidiaries commenced, issued or has made threatened in writing by certain governmental authorities and any representation material notices received by Arctic Cat or warranty, either express or implied, in connection with or related to this Agreement, any of its subsidiaries from certain governmental authorities regarding the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or same. The completion of the transactions contemplated hereby by the Merger Agreement depends upon the satisfaction or thereby.written waiver of a number of conditions, all of which, to the extent permitted by applicable law, may be waived by Textron, Purchaser or Arctic Cat, as applicable. The following conditions must be satisfied or waived before Textron, Purchaser or Arctic Cat is obligated to complete the Merger: • if the adoption of the Merger Agreement and approval to consummate the Merger by the shareholders of Arctic Cat are required by applicable law, the shareholders of Arctic Cat shall have adopted the Merger Agreement and approved the consummation of the Merger; • Purchaser shall have accepted for payment and paid for, or cause to be accepted for payment and paid for, all Shares validly tendered and not properly withdrawn pursuant to the Offer (including pursuant to the Subsequent Offering Period provided by Purchaser pursuant to the Merger Agreement); and • no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order (whether temporary, preliminary or permanent) that is in effect and enjoins or otherwise prohibits or makes illegal the consummation of the transactions on the terms contemplated by the Merger Agreement. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act, Purchaser is not required to accept for payment or pay for any validly tendered Shares in the Offer and may delay the acceptance for payment or the payment for any validly tendered Shares if: • the Minimum Condition has not been satisfied at the Expiration Date; • the waiting period applicable to the consummation of the Offer under the HSR Act has not expired or been terminated at or prior to the Expiration Date and any consent, approval, or other authorization applicable to the consummation of the Offer under the antitrust laws of Germany has not been received or granted; or • at any time on or after the date of the Merger Agreement and prior to the Expiration Date, any of the following has occurred and is continuing at the Expiration Date: •

Other Covenants and Agreements. The merger agreement contains additional covenants, including, among others, covenants relating to the filing of this proxy statement, public announcements relating to the merger, elimination of any applicable takeover statutes, and exemptions of dispositions of our securities in connection with the merger under Rule 16b-3 of the Exchange Act. The respective obligations of each party to effect the merger will be subject to the satisfaction or written waiver at or prior to effective time of the following conditions: ● The merger agreement will have been duly adopted by stockholders of the Company constituting the majority of the outstanding shares of common stock on the record date, or the “Company Requisite Vote” in accordance with applicable law, the Certificate of Incorporation and the Bylaws at the special meeting. ● No statute, rule or regulation will have been enacted, issued, enforced or promulgated and remain in effect by any governmental authority which prohibits the consummation of the merger, and there will be no order or injunction of a court of competent jurisdiction in effect prohibiting or making illegal the consummation of the merger. The obligations of Parent and Merger Sub to effect the merger will be subject to the satisfaction or written waiver at or prior to the effective time of the following conditions: ● No suit, action or proceeding by a governmental authority is pending in connection with the transactions contemplated by the merger agreement (a1) The Shareholders acknowledges and agree seeking to prohibit or impose any material limitations on Parent’s or Merger Sub’s ownership or operation (or that of any of their respective subsidiaries or affiliates) of all or any material portion of their or the Company’s or any Company subsidiary’s businesses or assets, taken as a whole, or to compel Parent or Merger Sub or their respective subsidiaries or affiliates to dispose of or hold separate any material portion of the business or assets of the Company or Parent or their respective subsidiaries, (2) seeking to prohibit or make illegal the making or consummation of the merger or the performance of any of the other transactions contemplated by the Agreement, (3) seeking to impose material limitations on the ability of Merger Sub or Parent effectively to exercise full rights of ownership of the shares of the Company’s common stock or (4) seeking to require divestiture by Parent or any of its subsidiaries or affiliates of any shares of the Company’s common stock. ● Each of (i) the representations and warranties of the Company is entering contained in the merger agreement, other than those set forth in Section 3.1, Section 3.2(b)-(f), Section 3.3, Section 3.4(a)(i) and Section 3.25, are true and correct, without giving effect to the words “materially” or “material” or to any qualification based on the defined term “Company Material Adverse Effect”, as of the date of the merger agreement and as of the effective time as if made as of such date (except for those representations and warranties which address matters only as of an earlier date, which shall have been true and correct as of such earlier date), except where the failure to be so true and correct has entered into the Business Combination Agreementnot had, the Note Purchase Agreement and the other Note Documents or would not reasonably be expected to which it is or will be party or and consummate the Transactionshave, a Company Material Adverse Effect; (ii) Pathfinder is entering or has entered into the Business Combination Agreement representations and warranties of the Equity Purchase Documents to Company contained in Section 3.1, Section 3.2(b)-(f), Section 3.3, Section 3.4(a)(i) and Section 3.25 are true and correct in all material respects as of the date of the merger agreement and as of the effective time as if made as of such date (except for those representations and warranties which it is or will be a party address matters only as of an earlier date, which shall have been true and to consummate the Transactions correct as of such earlier date); and (iii) Pathfinder Sponsor is consenting the representations and warranties of the Company contained in Section 3.2(a) are true and correct in all respects, as of the date of the merger agreement and as of the effective time as if made as of such date (except for those representations and warranties which address matters only as of an earlier date, which shall have been true and correct as of such earlier date), subject only to Pathfinder entering into the Business Combination Agreement de minimis deviations. ● The Company will have performed and consummating the Transactionscomplied with, in reliance upon all material respects, its agreements, obligations and covenants required to be performed by it under the Shareholders entering into this Agreementmerger agreement at or prior to the effective time. ● Since the date of the merger agreement, there shall not have occurred any Company Material Adverse Effect that is continuing. ● The Company will have furnished Parent with a certificate dated as of the Note Purchase Agreement, closing date signed on its behalf by its Chief Executive Officer or Chief Financial Officer to the other Note Documents and effect that the Equity Purchase Documents conditions set forth above have been satisfied. The obligations of the Company to which it is or effect the merger will be a party, and agreeing subject to be bound by, and perform, the satisfaction or otherwise comply with, as applicable, written waiver at or prior to the representations, warranties, agreements, covenants and obligations contained in this Agreement, effective time of the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) following conditions: ● Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review the representations and analysis of, and, based thereon, has formed warranties of Parent and Merger Sub contained in Section 4.1 and Section 4.2 are true and correct in all material respects as of the date of the merger agreement and as of the effective time as if made as of such date (except for those representations and warranties which address matters only as of an independent judgment concerning, the business, assets, condition, operations earlier date which shall have been true and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents correct as of such earlier date); and (ii) heeach of the other representations and warranties of Parent and Merger Sub contained in SECTION 4 of the merger agreement are true and correct, she without giving effect to the words “materially” or “material” or to any qualification based on the defined term “Parent Material Adverse Effect,” as of the date of the merger agreement and as of the effective time as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a Parent Material Adverse Effect. ● Each of Parent and Merger Sub will have performed in all material respects the covenants and obligations required to be performed by it has been under the merger agreement at or prior to the effective time. ● Parent and Xxxxxx Sub will have furnished with or given access to such documents and information about Pathfinder and the Company with a certificate dated as of the Closing Date signed on its behalf by a duly appointed officer or other authorized signatory of Parent and their respective businesses and operations as heMerger Sub, she or it and hisrespectively, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance effect that the conditions set forth above have been satisfied. No party to the merger agreement may rely on the failure of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents any condition to which he, she be satisfied if such failure was caused by such party’s failure to act in good faith or it is or will be a party and use its reasonable best efforts to consummate the transactions contemplated hereby and therebyhereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. Each Rollover Shareholder hereby: (a) The Shareholders acknowledges and agree agrees, prior to the Effective Time, not to knowingly take any action that (i) would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the Company is entering effect of preventing, impeding or has entered into interfering with or adversely affecting the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into performance by such Rollover Shareholder of its obligations under this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions.; (b) Each Shareholderirrevocably waives, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives Rollover Shareholder may have deemed necessary to enable him, her or it to make an informed decision with respect to such Rollover Shareholder’s Rollover Shares (including without limitation any rights under Section 238 of the execution, delivery and performance of this Agreement, Companies Law) prior to the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby.Effective Time; (c) In entering into agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such Rollover Shareholder’s identity and beneficial ownership of Shares or other equity securities of the Company and the nature of such Rollover Shareholder’s commitments, arrangements and understandings under this Agreement; (d) The Rollover Shareholder shall bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub, the Note Purchase AgreementCompany and any affiliate thereof (collectively, the other Note Documents “Indemnified Parties”) for, from and against (x) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Equity Purchase Documents Indemnified Parties, arising from or attributable to which it is (A) the receipt of any Merger Consideration by the Rollover Shareholder or will be a party, each its affiliates pursuant to the Merger Agreement and/or (B) the receipt of Parent Shares by the Rollover Shareholder has relied solely on or its own investigation and analysis and the representations and warranties expressly set forth in affiliates pursuant to this AgreementAgreement (collectively, the Note Purchase Agreement“Tax Liabilities”) and (y) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for Tax Liabilities. For the avoidance of doubt, none the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the representations Indemnified Parties as a result of the payments described in clause (x) above, including without limitation, any liability for withholding Taxes. The Rollover Shareholder shall take, or warranties of Pathfinder cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Company set forth Rollover Shareholder has adequate capital resources available to satisfy its indemnification obligations in the Business Combination Agreement or any other Ancillary Documentaccordance with this Section 7(d); and (e) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees further that, except for upon request of Parent, such Rollover Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the representations and warranties expressly set forth in provisions of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. The Merger Agreement contains certain other covenants and agreements, including covenants related to (a) The Shareholders acknowledges subject in each case to specific exceptions and agree that qualifications): • each party’s agreement to cooperate to prepare this proxy statement/prospectus and the registration statement on Form S-4 of which it forms a part; • New Senior’s agreement to afford the representatives of Ventas reasonable access to its properties, books, contracts, records and representatives during normal business hours; • each party’s agreement to use reasonable best efforts to cooperate to prepare the applicable filings, or obtain the applicable clearances, consents, approvals or authorizations with respect to the Transaction under any applicable laws; • Ventas’s agreement to take all necessary action to cause the shares of Ventas Common Stock to be issued in connection with the Merger to be approved for listing on the NYSE, subject to official notice of issuance;‌‌ • each party’s agreement to consult with the other party prior to issuing press releases and other public statements with respect to the Merger; • each party’s agreement to use reasonable best efforts to (i) cause the Company is entering or has entered into Merger to qualify as a “reorganization” within the Business Combination Agreement, meaning of Section 368(a) of the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents Code and (ii) he, she obtain an opinion from its counsel regarding its qualification as a REIT (including by delivering an officer’s certificate containing representations as shall be necessary or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary appropriate to enable him, her or it its counsel to make an informed decision with respect render such opinion); • New Senior’s agreement to use reasonable best efforts to obtain the execution, delivery and performance opinion to be delivered to New Senior that the Merger will qualify as a “reorganization” within the meaning of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (cSection 368(a) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the Code (including by delivering an officer’s certificate containing representations as shall be necessary or warranties appropriate to enable Cravath to render such opinion); • Ventas’s agreement to deliver an officer’s certificate containing representations as shall be necessary or appropriate to enable Cravath to render the opinion to be delivered to New Senior that the Merger will qualify as a “reorganization” within the meaning of Pathfinder or Section 368(a) of the Company set forth Code; • in the Business Combination Agreement or any other Ancillary Document) or any other Personcase of a Reverse Merger, either express or implied, Xxxxxx’s agreement to certain covenants contained in the confidential disclosure schedules prepared by Xxxxxx and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents provided to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, New Senior; • New Senior’s agreement to provide all cooperation reasonably requested by Xxxxxx in connection with financing arrangements, and use commercially reasonable efforts, if requested by Xxxxxx, to seek amendments to New Senior’s debt agreements or related pursue any approach chosen by Ventas to this Agreementthe assumption, defeasance, satisfaction or discharge of New Senior’s debt agreements and the Business Combination Agreementindebtedness incurred pursuant thereto; • New Senior’s agreement to give Ventas the opportunity to participate in the defense or settlement of any demand, suit, action, investigation or proceeding (including in respect of derivative claims) against New Senior or any of its subsidiaries, directors, officers or employees relating to the Note Purchase AgreementTransaction; • New Senior’s agreement to use its commercially reasonable efforts to cause to be delivered to Ventas resignations executed by each New Senior director and officer in office as of immediately prior to the Effective Time, effective upon the other Note Documents, Effective Time; • each party’s agreement to cooperate in connection with the Equity Purchase Documents delisting of the New Senior Common Stock from the NYSE and termination of its registration under the Exchange Act; and • New Senior’s agreement to take reasonably necessary and advisable steps to cause any disposition of New Senior securities pursuant to the Merger Agreement by New Senior’s directors or officers to be exempt under Rule 16b-3 under the transactions contemplated hereby or therebyExchange Act.

Other Covenants and Agreements. (a) The Shareholders acknowledges Subject to Section 2(c), each Stockholder shall be bound by and agree that subject to Section 5.3(a) (iConfidentiality) and Section 5.4(a) (Public Announcements) of the Company is entering or has entered into Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if such Stockholder were directly party thereto, and each Stockholder, Cxxx and Axxxxx shall be bound by and subject to the Note Purchase first sentence of Section 5.6(a) (Exclusive Dealing) and Section 9.17 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Companies, as if such Stockholder were directly party thereto. Each of Cxxx and Axxxxx shall, in their respective capacities as Executive Vice Chairman of the other Note Documents Board of Directors of VSee and Executive Chairman of the Board of Directors of iDoc, respectively, cause to which it is be done such further acts and things as may be reasonably necessary or will be party or and consummate advisable to cause the Transactions, (ii) Pathfinder is entering or has entered into Companies to fulfill its obligations under the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions transactions contemplated thereby. (b) Each Stockholder, Cxxx, and (iii) Pathfinder Sponsor is consenting to Pathfinder Axxxxx acknowledges and agrees that Digital Health and the other Parent Parties are entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders such Stockholder entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents Agreement and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders such Stockholder, Cxxx, and Axxxxx entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, Digital Health and the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company Parent Parties would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactionstransactions contemplated by the Business Combination Agreement. (c) Notwithstanding Section 2(a), (yi) Pathfinder would Salesforce, Inc. shall not have entered into be bound by the Mutual Non-Disclosure Agreement, dated as of November 11, 2021, by and between Digital Health and iDoc, (ii) Salesforce, Inc. shall not be bound by Section 5 of the Mutual Non-Disclosure Agreement, dated as of November 11, 2021, by and between Digital Health and VSee (the “VSee Confidentiality Agreement”), and (iii) Section 5.3(a) (Confidentiality) of the Business Combination Agreement and all provisions of the Equity Purchase Documents VSee Confidentiality Agreement shall cease to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed apply to consent to Pathfinder entering into the Business Combination Agreement and consummating the TransactionsSalesforce, Inc. on July 31, 2024. (bd) Each ShareholderSalesforce, Inc. is aware, and will advise its Representatives who receive any Information (as defined in the VSee Confidentiality Agreement), of the restrictions imposed by the Securities Laws (as defined in the VSee Confidentiality Agreement) on its own behalf the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities and on behalf the communication of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access such information to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes when it is reasonably foreseeable that such other Person is likely to purchase or has made any representation or warranty, either express or implied, sell such securities in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebyreliance upon such information.

Other Covenants and Agreements. (a) The Shareholders acknowledges Shareholder and agree that the Company each hereby agrees that, notwithstanding anything to the contrary in any such agreement, (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 Closing and (ii) upon such termination neither the Company is entering nor any of its Affiliates (including the other Group Companies and, from and after the Effective Time, Pathfinder) shall have any further obligations or has entered into Liabilities with respect to each such agreements. (b) The Shareholder hereby agrees to be bound by and subject to (i) Sections 4.3(a) (Confidentiality) and 4.4(a) (Public Announcements), the first sentence of Section 4.6(a) (Exclusive Dealing) and Section 7.18 (Trust Account Waiver) of the Business Combination AgreementAgreement to the same extent as such provisions apply to the Company, the Note Purchase Agreement as if such Shareholder is directly party thereto. (c) The Shareholder acknowledges and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) agrees that Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Ancillary Documents to which it is or will be a party party, and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the TransactionsAncillary Documents to which it is or will be a party, in reliance upon the Shareholders Shareholder entering into this Agreement, the Note Purchase Agreement, the other Note Documents Agreement and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents Agreement and the Equity Purchase Ancillary Documents to which it is or will be a party and that, but for the Shareholders Shareholder entering into this Agreement, the Note Purchase Agreement, the other Note Documents Agreement and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents Agreement and the Equity Purchase Ancillary Documents to which it is or will be a party, party (xi) the Company Pathfinder would not have entered agreed to enter into the Business Combination Agreement, the Note Purchase Agreement and the other Note Ancillary Documents to which it is or will be a party and to consummate the Transactions, (ii) Pathfinder Sponsor would not have consented to Pathfinder so entering into the Business Combination Agreement and the Ancillary Documents to which it is or will be a party or agreed to consummate consummating the Transactions, Transactions and (yiii) Pathfinder Sponsor would not have entered into or agreed to enter into the Business Combination Agreement and the Equity Purchase Ancillary Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating consummate the Transactions. (bd) Each The Shareholder, on her, his or its own behalf and on behalf of her, his or its representativesRepresentatives, acknowledges, represents, warrants and agrees that (i) she, he or it has and her, his or its Representatives have conducted its their own independent review and analysis of, and, based thereon, has have formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents Transactions and (ii) heshe, she he or it has and her, his or its Representatives have been furnished with or given access to such documents and information about Pathfinder and the Company and their respective Pathfinder’s businesses and operations as heshe, she he or it and hisher, her his or its representatives Representatives have deemed necessary to enable himher, her him or it to make an informed decision decisions with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, Agreement or the other Note Documents and the Equity Purchase Ancillary Documents to which heshe, she he or it is or will be a party and the transactions contemplated hereby and thereby. (ce) In entering into this Agreement, the Note Purchase Agreement, Agreement and the other Note Documents and the Equity Purchase Ancillary Documents to which she, he or it is or will be a party, each the Shareholder has relied solely on her, his or its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Ancillary Documents to which she, he or it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each the Shareholder, on her, his or its own behalf and on behalf of its representativessuch Shareholder’s Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, Agreement or in the other Note Documents and the Equity Purchase Ancillary Documents to which it the Shareholder is or will be a party, none of Pathfinder, the Company Pathfinder or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, Agreement or the other Note Documents, the Equity Purchase Ancillary Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. (a) The Shareholders acknowledges Subject to Section 2(c), each Stockholder shall be bound by and agree that subject to Section 5.3(a) (iConfidentiality) and Section 5.4(a) (Public Announcements) of the Company is entering or has entered into Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if such Stockholder were directly party thereto, and each Stockholder, Cxxx and Axxxxx shall be bound by and subject to the Note Purchase first sentence of Section 5.6(a) (Exclusive Dealing) and Section 9.17 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Companies, as if such Stockholder were directly party thereto. Each of Cxxx and Axxxxx shall, in their respective capacities as Executive Vice Chairman of the other Note Documents Board of Directors of VSee and Executive Chairman of the Board of Directors of iDoc, respectively, cause to which it is be done such further acts and things as may be reasonably necessary or will be party or and consummate advisable to cause the Transactions, (ii) Pathfinder is entering or has entered into Companies to fulfill its obligations under the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions transactions contemplated thereby. (b) Each Stockholder, Cxxx, and (iii) Pathfinder Sponsor is consenting to Pathfinder Axxxxx acknowledges and agrees that Digital Health and the other Parent Parties are entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders such Stockholder entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents Agreement and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders such Stockholder, Cxxx, and Axxxxx entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, Digital Health and the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company Parent Parties would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactionstransactions contemplated by the Business Combination Agreement. (c) Notwithstanding Section 2(a), (yi) Pathfinder would Salesforce, Inc. shall not have entered into be bound by the Mutual Non-Disclosure Agreement, dated as of November 11, 2021, by and between Digital Health and iDoc, (ii) Salesforce, Inc. shall not be bound by Section 5 of the Mutual Non-Disclosure Agreement, dated as of November 11, 2021, by and between Digital Health and VSee (the “VSee Confidentiality Agreement”), and (iii) Section 5.3(a) (Confidentiality) of the Business Combination Agreement and all provisions of the Equity Purchase Documents VSee Confidentiality Agreement shall cease to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed apply to consent to Pathfinder entering into the Business Combination Agreement and consummating the TransactionsSalesforce, Inc. on November 11, 2023. (bd) Each ShareholderSalesforce, Inc. is aware, and will advise its Representatives who receive any Information (as defined in the VSee Confidentiality Agreement), of the restrictions imposed by the Securities Laws (as defined in the VSee Confidentiality Agreement) on its own behalf the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities and on behalf the communication of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access such information to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes when it is reasonably foreseeable that such other Person is likely to purchase or has made any representation or warranty, either express or implied, sell such securities in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebyreliance upon such information.

Other Covenants and Agreements. 1. H/C I Owner shall not take any action under that certain Sands Resort Hotel & Casino Agreement dated as of February 18, 1997 by and between the County of Xxxxx and Las Vegas Sands, Inc., which agreement, as amended by amendment dated September 16, 1997, is commonly referred to as the "Predevelopment Agreement," a copy of which is attached hereto and made a part hereof as Exhibit V, that could have a material adverse effect on any of the easements, rights or interests granted to SECC Owner or Mall I Owner hereunder and/or on the use, operation or enjoyment by SECC Owner of the SECC (or SECC Owner's business at the same) or Mall I Owner of the Phase I Mall (or Mall I Owner's business at the same). (a) The Shareholders acknowledges and agree that (i) In the Company event any mechanic's, materialmen's or similar lien is entering or has entered into filed against the Business Combination AgreementH/C I Space, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this AgreementMall I Space, the Note Purchase AgreementH/C II Space or the Mall II Space or any buildings or other improvements from time to time located on or in the H/C I Space, the Mall I Space, the H/C II Space or the Mall II Space and owned by H/C I Owner, Mall I Owner, H/C II Owner or Mall II Owner, as the case may be, which lien relates to work claimed to have been done for, or materials claimed to have been furnished to or for the benefit of SECC Owner, the SECC Land, the SECC and/or any other Note Documents improvements owned by SECC Owner, then SECC Owner shall take any and the Equity Purchase Documents all actions necessary to which it is cancel, discharge or will be a partybond or insure over such lien within thirty (30) days after notice to SECC Owner that such lien has been filed, and agreeing to be bound bySECC Owner shall indemnify and hold H/C I Owner, Mall I Owner, H/C II Owner or Mall II Owner, as the case may be, and performits Mortgagees harmless from and against any and all costs, expenses, claims, losses or otherwise comply withdamages (including, as applicablewithout limitation, the representations, warranties, agreements, covenants reasonable attorneys' fees and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (xexpenses) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactionsresulting therefrom by reason thereof. (b) Each ShareholderIn the event any mechanic's, materialmen's or similar lien is filed against the SECC Land, the SECC, any other buildings or other improvements from time to time located on its own behalf and on behalf of its representativesthe SECC Land, acknowledgeswhich lien relates to work claimed to have been done for, representsor materials claimed to have been furnished to, warrants and agrees that (i) it has conducted its own independent review and analysis or for the benefit of, andH/C I Owner, based thereonMall I Owner, has formed an independent judgment concerningH/C II Owner and/or Mall II Owner, the businessH/C I Space, assetsMall I Space, conditionH/C II Space and/or the Mall II Space and/or any buildings or other improvements owned by H/C I Owner, operations Mall I Owner, H/C II Owner and/or Mall II Owner, then H/C I Owner, Mall I Owner, H/C II Owner and/or Mall II Owner, as the case may be, shall take any and prospects ofall actions necessary to cancel or discharge (by bonding or insuring over) such lien within 155 thirty (30) days after notice to H/C I Owner, Pathfinder and Mall I Owner, H/C II Owner and/or Mall II Owner, as the transactions contemplated by this Agreementcase may be, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it that such lien has been furnished with filed, and H/C I Owner, Mall I Owner, H/C II Owner and/or Mall II Owner, as the case may be, shall indemnify and hold SECC Owner and its Mortgagees harmless from and against any and all costs, expenses, claims, losses or given access to such documents damages (including, without limitation, reasonable attorneys' fees and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and therebyexpenses) resulting therefrom by reason thereof. (c) In entering into this Agreementthe event any mechanic's, materialmen's or similar lien is filed against the H/C I Space, the Note Purchase AgreementH/C II Space and/or the Mall II Space, any buildings or other improvements from time to time located on or in the H/C I Space, the other Note Documents H/C II Space and/or the Mall II Space and owned by H/C I Owner, H/C II Owner and/or Mall II Owner, which lien relates to work claimed to have been done for, or materials claimed to have been furnished to or for the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreementbenefit of Mall I Owner, the Note Purchase AgreementMall I Space, the Phase I Mall and/or any other Note Documents improvements owned by Mall I Owner, then Mall I Owner shall take any and all actions necessary to cancel or discharge (by bonding or insuring over) such lien within thirty (30) days after notice to Mall I Owner that such lien has been filed, and Mall I Owner shall indemnify and hold H/C I Owner, H/C II Owner and/or Mall II Owner, as the Equity Purchase Documents to which it is case may be, and its/their Mortgagees harmless from and against any and all costs, expenses, claims, losses or will be a party and no other representations or warranties of Pathfinder or the Company damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. (d) In the event any mechanic's, materialmen's or similar lien is filed against the Mall I Space, the H/C II Space and/or the Mall II Space, any buildings or other improvements from time to time located on or in the Mall I Space, the H/C II Space and/or the Mall II Space and owned by Mall I Owner, H/C II Owner and/or Mall II Owner, 156 which lien relates to work claimed to have been done for, or materials claimed to have been furnished to, or for the avoidance benefit of, H/C I Owner, the H/C I Space and/or any buildings or other improvements owned by H/C I Owner, then H/C I Owner shall take any and all actions necessary to cancel, discharge, bond or insure over such lien within thirty (30) days after notice to H/C I Owner that such lien has been filed, and H/C I Owner shall indemnify and hold Mall I Owner, H/C II Owner and/or Mall II Owner, as the case may be, and its/their Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. (e) In the event any mechanic's, materialmen's or similar lien is filed against the H/C I Space, the H/C II Space and/or the Mall I Space, any buildings or other improvements from time to time located on or in the H/C I Space, the H/C II Space and/or the Mall I Space and owned by H/C I Owner, H/C II Owner and/or Mall I Owner, which lien relates to work claimed to have been done for, or materials claimed to have been furnished to or for the benefit of doubtMall II Owner, none the Mall II Space, the Phase II Mall and/or any other improvements owned by Mall II Owner, then Mall II Owner shall take any and all actions necessary to cancel, discharge or bond or insure over such lien within thirty (30) days after notice to Mall II Owner that such lien has been filed, and Mall II Owner shall indemnify and hold H/C I Owner, H/C II Owner and/or Mall I Owner, as the case may be, and its/their Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. (f) In the event any mechanic's, materialmen's or similar lien is filed against the Mall I Space, the H/C I Space and/or the Mall II Space, any buildings or other improvements from time to time located on or in the Mall I Space, the H/C I Space and/or the Mall II Space and owned by Mall I Owner, H/C I Owner and/or Mall II Owner, which lien relates to work claimed to have been done for, or materials claimed to have been furnished to, or for the benefit of, H/C II Owner, the H/C II Space and/or any buildings or other improvements owned by H/C II Owner, then H/C II Owner shall take any and all actions necessary to cancel, discharge or bond or insure over such lien within thirty (30) days after notice to H/C II Owner that such lien has been filed, and H/C II Owner shall indemnify and hold Mall I Owner, H/C I Owner and/or Mall II Owner, as the case may be, and its/their Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. (g) If any of H/C I Owner, Mall I Owner, H/C II Owner, Mall II Owner or SECC Owner fails to discharge any such lien within the aforesaid periods, then, in addition to any other right or remedy of the representations or warranties of Pathfinder or affected Party, the Company set forth in the Business Combination Agreement affected Party or any of its Mortgagees (the "Discharging Party") may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding. Any amount paid by the Discharging Party (including, without limitation, reasonable attorneys' fees, disbursements and other Ancillary Documentexpenses) incurred in defending any such action, discharging said lien or any other Personin procuring the discharge of said lien, either express or impliedshall be repaid by the defaulting Party upon demand therefor, and each Shareholder, on its own behalf and on behalf all amounts so repayable shall be repaid with interest at the Interest Rate from the date of its representatives, acknowledges, represents, warrants and agrees that, except for demand to the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none date of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebyrepayment.

Other Covenants and Agreements. (a) The Shareholders acknowledges Each of the Parent Initial Stockholders hereby agrees to be bound by and agree that subject to (i) Section 7.04(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 and (ii) Section 7.06 (Exclusivity) and Section 7.02 (Parent Stockholders’ Meeting; Pubco and Merger Subs Stockholder’s Approval) of the Merger Agreement to the same extent as such provisions apply to Parent, in each case, mutatis mutandis and as if such Parent Initial Stockholder was a party thereto. (b) The Sponsor hereby agrees in accordance with Section 7.19 of the Merger Agreement to assume and pay all of the Legacy Parent Transaction Expenses in full and will indemnify Pubco, Parent, the Company and their respective Subsidiaries from any and all liabilities relating to the Legacy Parent Transaction Expenses. Notwithstanding anything herein to the contrary, the Sponsor agrees that it shall not Transfer any of its Shares or distribute any of its assets unless and until such time as it has assumed and paid in full all Legacy Parent Transaction Expenses in accordance with this Section 5(b). (c) Each of the Parent Initial Stockholders acknowledges and agrees that the Company is entering or has entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder Specified Stockholders are entering into the Business Combination A&R Stockholder Support Agreement and consummating the Transactions, in reliance upon the Shareholders Parent Initial Stockholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders Parent Initial Stockholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder Transactions and the Specified Stockholders would not have entered into the Business Combination Stockholder Support Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and consummate the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. (a) The Shareholders acknowledges and agree that (i) merger agreement contains additional agreements between the Company is entering or has entered into parties relating to the Business Combination Agreementfollowing matters, among other things: • taking such actions to render state takeover laws to be inapplicable to the Note Purchase Agreement merger and the other Note Documents transactions contemplated by the mergeragreement; • making certain public announcements regarding the terms of the merger agreement or the transactions contemplated thereby; • taking steps as may be required to cause any dispositions of SemGroup common stock or acquisitions of ET common units resulting from themerger agreement transactions to be exempt under Rule 16b-3 under the Exchange Act; • the listing on the NYSE of the ET common units to be issued as consideration in connection with the merger; • SemGroup will give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the registrationstatement on Form S-4, of which it this document forms a part, is declared effective under the Securities Act; and • each party will provide reasonable access to personnel, properties, books and record. Termination of the Merger Agreement The merger agreement may be terminated in accordance with its terms at any time prior to the effective time, whether before or after SemGroup stockholder approval: • by mutual written consent of Energy Transfer and SemGroup; Table of Contents • by either Energy Transfer or SemGroup, if the merger is not completed on or prior to June 30, 2020, provided, that if all of the conditions to closing, other than legal prohibitions or regulatory approvals, have been satisfied or are capable of being satisfied at such time, the end date will be party or automatically extended to September 30, 2020 (such date, as it may be extended from June 30, 2020, is referred to as the “End Date”); and consummate provided, further, that such right to terminate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents merger agreement will not be available to which it is or will be a party if the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement caused the failure of the closing to occur by the End Date; • by either Energy Transfer or SemGroup, if an injunction or other law is entered, enacted or becomes effective permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such injunction or other law will have become final and non-appealable; provided that the party seeking to consummate avail itself of such right to terminate will have used its reasonable best efforts to remove such injunction to the Transactions and extent so required by the merger agreement; or • by either Energy Transfer or SemGroup, if SemGroup’s stockholder meeting (iiiincluding any adjournments or postponements thereof) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactionshasconcluded, in reliance at which a vote upon the Shareholders entering into this Agreement, adoption of the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a partymerger agreement was taken, and agreeing without receiving the approval of the merger agreement. Energy Transfer may also terminate the merger agreement: • if SemGroup breached or failed to be bound by, and perform, or otherwise comply with, as applicable, the perform any of its representations, warranties, agreements, covenants and obligations or other agreements contained in this Agreementthe merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the Note Purchase AgreementEnd Date or, if by its nature such breach or failure is capable of being cured by the other Note Documents and the Equity Purchase Documents End Date, SemGroup does not or ceases to which diligently attempt to cure such breach or failure in such a manner that would make it is reasonably likely that such breach or failure will be cured prior to the End Date, in each case, after receiving written notice from Energy Transfer describing such breach or failure in reasonable detail (provided that Energy Transfer is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval, (i) in the event of a party change of recommendation or (ii) SemGroup willfully and that, but for materiallybreaches any of its obligations not to solicit acquisition proposals or change its recommendation pursuant to the Shareholders entering into this Agreement, merger agreement. SemGroup may also terminate the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents merger agreement: • if Energy Transfer breached or failed to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the perform any of its representations, warranties, agreements, covenants and obligations or other agreements contained in this Agreementthe merger agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents which breach or failure to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that perform (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents would result in a failure of a closing condition and (ii) heby its nature, she cannot be cured prior to the End Date or, if by its nature such breach or it failure is capable of being cured by the End Date, Energy Transfer does not or ceases to diligently attempt to cure such breach or failure after receiving written notice from SemGroup describing such breach or failure in reasonable detail (provided that SemGroup is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval (only if SemGroup has been furnished complied with its obligations not to solicit acquisition proposals or given access change its recommendation pursuant to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary merger agreement) in order to enable him, her or it to make an informed decision enter into a definitive agreement with respect to a superior offer (which it enters into with or promptly following the execution, delivery and performance termination of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or merger agreement); provided that any such purported termination by SemGroup will be a party void and of no force or effect unless SemGroup pays Energy Transfer the transactions contemplated hereby and therebyBreakup Fee summarized below. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. (a) The Shareholders acknowledges Each Rollover Person shall, severally and agree that not jointly, bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (i) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Company is entering Indemnified Parties, arising from or has entered into attributable to the Business Combination Agreementreceipt of Parent Shares and Parent Options by such Rollover Person or his or her affiliates pursuant to this Agreement (collectively, the Note Purchase Agreement “Tax Liabilities”) and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering any reasonable costs or has entered into expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Business Combination Agreement and Tax Liabilities. For the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreementavoidance of doubt, the Note Purchase Agreementterm “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (i) above, the other Note Documents and the Equity Purchase Documents to which it is or will be a partyincluding without limitation, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but any liability for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactionswithholding Taxes. (b) Each Shareholder, on its own behalf Rollover Person shall agree be subject to a definitive shareholders agreement to be negotiated by Xx. Xx Xxxxx Xxx (the “Chairman”) and on behalf of its representatives, acknowledges, represents, warrants Parent and agrees that to be executed at or immediately following the Closing (ithe “Parent Shareholders Agreement”) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents pursuant to which heeach Rollover Person will agree to, she among other covenants and agreements, certain transfer restrictions in respect of his or it is or will her equity interest in Parent, and certain management incentive arrangements (including employee stock option plans) to be a party and the transactions contemplated hereby and therebyprovided by Parent. (c) In entering into this AgreementEach Rollover Person, if a PRC resident (as defined under SAFE Circular 75) and subject to any of the Note Purchase Agreementregistration or reporting requirements of SAFE Circular 75, shall, as soon as practicable after the other Note Documents and date hereof, submit an application to the Equity Purchase Documents to which it is State Administration of Foreign Exchange (“SAFE”) for the registration or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth amendment registration of his or her holding of Company Shares (whether directly or indirectly) in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company in accordance with the requirements of SAFE Circular 75 (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Documentsuccessor Law, rule or regulation) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for complete such registration prior to the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebyClosing.

Other Covenants and Agreements. (a) The Shareholders acknowledges Each of the Parent Initial Stockholders hereby agrees to be bound by and agree that subject to (i) Section 7.04(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 and (ii) Section 7.06 (Exclusivity) and Section 7.02 (Parent Stockholders’ Meeting; Pubco and Merger Subs Stockholder’s Approval) of the Merger Agreement to the same extent as such provisions apply to Parent, in each case, mutatis mutandis and as if such Parent Initial Stockholder was a party thereto. (b) The Sponsor hereby agrees to assume and pay all of the Legacy Parent Transaction Expenses in full and will indemnify True Velocity, Parent, the Company and their respective Subsidiaries from any and all liabilities relating to the Legacy Parent Transaction Expenses. Notwithstanding anything herein to the contrary, the Sponsor agrees that it shall not Transfer any of its Shares or distribute any of its assets unless and until such time as it has assumed and paid in full all Legacy Parent Transaction Expenses in accordance with this Section 5(b). (c) Each of the Parent Initial Stockholders acknowledges and agrees that the Company is entering or has entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder Specified Stockholders are entering into the Business Combination A&R Stockholder Support Agreement and consummating the Transactions, in reliance upon the Shareholders Parent Initial Stockholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders Parent Initial Stockholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder Transactions and the Specified Stockholders would not have entered into the Business Combination A&R Stockholder Support Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and consummate the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. (a) The Shareholders acknowledges Each of the Parent Initial Stockholders hereby agrees to be bound by and agree that subject to (i) Section 7.04(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 and (ii) Section 7.06 (Exclusivity) and Section 7.02 (Parent Stockholders’ Meeting; Merger Sub Stockholder’s Approval) of the Merger Agreement to the same extent as such provisions apply to Parent, in each case, mutatis mutandis and as if such Parent Initial Stockholder was a party thereto. (b) The Sponsor hereby agrees to assume and pay all of the Legacy Parent Transaction Expenses in full and will indemnify Parent, the Company and their respective Subsidiaries from any and all liabilities relating to the Legacy Parent Transaction Expenses. Notwithstanding anything herein to the contrary, the Sponsor agrees that it shall not Transfer any of its Shares or distribute any of its assets unless and until such time as it has assumed and paid in full all Legacy Parent Transaction Expenses in accordance with this Section 5(b). (c) Each of the Parent Initial Stockholders acknowledges and agrees that the Company is entering or has entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder Specified Stockholders are entering into the Business Combination Stockholder Support Agreement and consummating the Transactions, in reliance upon the Shareholders Parent Initial Stockholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders Parent Initial Stockholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Merger Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder Transactions and the Specified Stockholders would not have entered into the Business Combination Stockholder Support Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and consummate the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or thereby.

Other Covenants and Agreements. (a) The Rollover Shareholders acknowledges and agree that (i) the Company is entering or has entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a partyshall, and agreeing to be bound byshall cause their legal advisors and other representatives to, and perform, or otherwise comply with, as applicable, fully cooperate with the representations, warranties, agreements, covenants and obligations contained Relevant Governmental Authorities in this connection with the Company’s obligation under Section 6.08(c) of the Merger Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each ShareholderRollover Shareholder shall, on its own behalf severally and on behalf of its representativesnot jointly, acknowledgesbear and pay, representsreimburse, warrants indemnify and agrees that hold harmless Holdco, Parent, Merger Sub, the Company and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (i) it has conducted any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to (A) the receipt of any Merger Consideration by such Rollover Shareholder or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerningaffiliates pursuant to the Merger Agreement and/or (B) the receipt of Holdco Shares by such Rollover Shareholder or its affiliates pursuant to this Agreement (collectively, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents “Tax Liabilities”) and (ii) heany costs or expenses (including reasonable attorneys’ fees), she judgments, fines, losses, claims, interests, damages or it has been furnished liabilities incurred in connection with any claim, action, suit, proceeding or given access to such documents and information about Pathfinder and investigation, whether civil, criminal, administrative or investigative, arising out of the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to Tax Liabilities. For the execution, delivery and performance avoidance of this Agreementdoubt, the Note Purchase Agreementterm “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (i) above, including without limitation, any liability for withholding Taxes. Each Rollover Shareholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the other Note Documents and the Equity Purchase Documents Rollover Shareholder has adequate capital resources available to which he, she or it is or will be a party and the transactions contemplated hereby and therebysatisfy its indemnification obligations in accordance with this Section 9(b). (c) In entering The Rollover Shareholders and Holdco shall negotiate in good faith the terms and conditions of a shareholders agreement to be entered into by each of the Rollover Shareholders and Holdco, among other parties, at the Closing that is substantially consistent with the terms set forth in Schedule E. (d) Each Rollover Shareholder who is an individual shall, as soon as practicable after the date hereof, submit an application to the State Administration of Foreign Exchange (“SAFE”) for the registration or amendment registration of its holding of Shares (whether directly or indirectly) in the Company in accordance with the requirements of SAFE Circular 75 (or any successor Law, rule or regulation) and complete such registration as soon as practicable after the Closing, to the extent SAFE does not reject such application from such Rollover Shareholder on account of his citizenship. The Company shall be a third-party beneficiary of the provisions of this Section 9(d). (e) Top Notch Investments Holdings Ltd agrees to transfer all of its Owned Shares to JJ Media Investment Holding Limited no later than fifteen (15) Business Days prior to the anticipated Closing Date, notwithstanding Section 5(a)(ii) of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation promptly notify Holdco of such transfer and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties provide Holdco with reasonably satisfactory evidence of Pathfinder or the Company (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebysuch transfer.

Other Covenants and Agreements. 1. H/C I Owner shall not take any action under that certain Sands Resort Hotel & Casino Agreement dated as of February 18, 1997 by and between the County of Xxxxx and Las Vegas Sands, Inc., which agreement, as amended by amendment dated September 16, 1997, is commonly referred to as the "PREDEVELOPMENT AGREEMENT," a copy of which is attached hereto and made a part hereof as EXHIBIT V, that could have a material adverse effect on any of the easements, rights or interests granted to SECC Owner or Mall I Owner hereunder and/or on the use, operation or enjoyment by SECC Owner of the SECC (or SECC Owner's business at the same) or Mall I Owner of the Phase I Mall (or Mall I Owner's business at the same). (a) The Shareholders acknowledges In the event any mechanic's, materialmen's or similar lien is filed against the H/C I Space or the Mall I Space, or any buildings or other improvements from time to time located on or in the H/C I Space or the Mall I Space and agree that (i) owned by H/C I Owner or Mall I Owner, as the Company is entering case may be, which lien relates to work claimed to have been done for, or has entered into materials claimed to have been furnished to or for the Business Combination Agreementbenefit of SECC Owner, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this AgreementSECC Land, the Note Purchase AgreementSECC and/or any other improvements owned by SECC Owner, then SECC Owner shall take any and all actions necessary to cancel, discharge or bond over such lien within thirty (30) days after notice to SECC Owner that such lien has been filed, and SECC Owner shall indemnify and hold H/C I Owner or Mall I Owner, as the case may be, and its Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. In the event any mechanic's, materialmen's or similar lien is filed against the SECC Land, the SECC, any other Note Documents buildings or other improvements from time to time located on the SECC Land, which lien relates to work claimed to have been done for, or materials claimed to have been furnished to, or for the benefit of, H/C I Owner and/or Mall I Owner, the H/C I Space and/or the Mall I Space and/or any buildings or other improvements owned by H/C I Owner and/or Mall I Owner, then H/C I Owner and/or Mall I Owner, as the case may be, shall take any and all actions necessary to cancel or discharge (by bonding or insuring over) such lien within thirty (30) days after notice to H/C I Owner and/or Mall I Owner, as the Equity Purchase Documents to which it is or will be a partycase may be, that such lien has been filed, and agreeing H/C I Owner and/or Mall I Owner, as the case may be, shall indemnify and hold SECC Owner and its Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. In the event any mechanic's, materialmen's or similar lien is filed against the H/C I Space, or any buildings or other improvements from time to be bound bytime located on or in the H/C I Space and owned by H/C I Owner, which lien relates to work claimed to have been done for, or materials claimed to have been furnished to or for the benefit of Mall I Owner, the Mall I Space, the Phase I Mall and/or any other improvements owned by Mall I Owner, then Mall I Owner shall take any and all actions necessary to cancel or discharge (by bonding or insuring over) such lien within thirty (30) days after notice to Mall I Owner that such lien has been filed, and performMall I Owner shall indemnify and hold H/C I Owner and its Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and expenses) resulting therefrom by reason thereof. In the event any mechanic's, materialmen's or similar lien is filed against the Mall I Space, the Phase I Mall, any other buildings or other improvements from time to time located in the Mall I Space, which lien relates to work claimed to have been done for, or otherwise comply withmaterials claimed to have been furnished to, as applicableor for the benefit of, H/C I Owner, the representationsH/C I Space and/or any buildings or other improvements owned by H/C I Owner, warrantiesthen H/C I Owner shall take any and all actions necessary to cancel, agreements, covenants and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents discharge or bond over such lien within thirty (30) days after notice to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a partyH/C I Owner that such lien has been filed, and agreeing to be bound byH/C I Owner shall indemnify and hold Mall I Owner and its Mortgagees harmless from and against any and all costs, expenses, claims, losses or damages (including, without limitation, reasonable attorneys' fees and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (xexpenses) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactionsresulting therefrom by reason thereof. (b) Each ShareholderIf any of H/C I Owner, on its own behalf and on behalf Mall I Owner or SECC Owner fails to discharge any such lien within the aforesaid period, then, in addition to any other right or remedy of the affected Party, the affected Party or any of its representativesMortgagees (the "DISCHARGING PARTY") may, acknowledgesbut shall not be obligated to, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, discharge the business, assets, condition, operations and prospects of, Pathfinder and same either by paying the transactions contemplated amount claimed to be due or by this Agreement, procuring the Business Combination Agreement, discharge of such lien by deposit in court or bonding. Any amount paid by the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company Discharging Party (including, for without limitation, reasonable attorneys' fees, disbursements and other expenses) incurred in defending any such action, discharging said lien or in procuring the avoidance discharge of doubtsaid lien, none of shall be repaid by the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implieddefaulting Party upon demand therefor, and each Shareholder, on its own behalf and on behalf all amounts so repayable shall be repaid with interest at the Interest Rate from the date of its representatives, acknowledges, represents, warrants and agrees that, except for demand to the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none date of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebyrepayment.

Other Covenants and Agreements. (a) The Shareholders acknowledges and agree that a. Each Noteholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, to the extent such Noteholder is a party thereto, (i) 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 Noteholder 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 Noteholder hereby covenants and agrees that such Noteholder shall not (i) enter into any voting agreement or voting trust with respect to any of such Noteholder’s Covered Securities that is entering inconsistent with such Noteholder’s obligations pursuant to this Agreement, (ii) grant a proxy or has entered power of attorney with respect to any of such Noteholder’s Covered Securities that is inconsistent with such Noteholder’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 Noteholder hereby agrees to be bound by and subject to (i) Section 5.3(a) (Confidentiality and Access to Information), Section 5.4(a) (Public Announcements) and Section 8.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, the Note Purchase Agreement as if such Noteholder is directly party thereto, and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into Section 5.6(a) (Exclusive Dealing) of the Business Combination Agreement to the same extent as such provisions apply to the Company, as if the Noteholder is directly party thereto. d. Each Noteholder hereby agrees to promptly notify Acquiror in writing of any changes or updates to Schedule I attached hereto as it relates to such Noteholder after the date hereof. e. The Company and the Equity Purchase Documents Acquiror hereby agree not to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase 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, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions. (b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents and (ii) he, she or it has been furnished with or given access to such documents and information about Pathfinder and the Company and their respective businesses and operations as he, she or it and his, her or its representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (c) In entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, each Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly take any actions set forth in this Agreementon Schedule 5(e) hereto, without the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and no other representations or warranties of Pathfinder or the Company (including, for the avoidance of doubt, none prior written consent of the representations or warranties of Pathfinder or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, none of Pathfinder, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement, the Note Purchase Agreement, the other Note Documents, the Equity Purchase Documents or the transactions contemplated hereby or therebyNoteholder.