Common use of Shareholder Agreements Clause in Contracts

Shareholder Agreements. (a) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of SPAC (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of SPAC distributed by the SPAC Board or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, such Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (i) to approve and adopt the SPAC Transaction Proposals, and the transactions contemplated therein; including without limitation to any other consent, waiver, approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby or the SPAC Transaction Proposals; (ii) in any other circumstances upon which a consent or other approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby or the SPAC Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Subject Shares held at such time in favor thereof; (iii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Transaction Proposals and the transactions contemplated thereby); (iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Merger Agreement or the other Ancillary Agreements and the transactions contemplated thereby); (v) against any change in the business, management or the SPAC Board (other than in connection with the SPAC Transaction Proposals and the transactions contemplated thereby); (vi) against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or any of the transactions contemplated by the Merger Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC or the Shareholders under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of SPAC, including the voting rights of any class of capital stock of SPAC; and (vii) to approve the Extension Proposal, subject to the terms and conditions in the Merger Agreement. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (b) Each Shareholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 5, 2021, by and among SPAC, the Sponsor, and certain directors and officers of SPAC (the “Letter Agreement”), including the obligations of the Shareholders pursuant to Section 1 therein to not redeem, or submit a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any SPAC Ordinary Shares (including the Subject Shares) owned by such Shareholders in connection with the transactions contemplated by the Merger Agreement. (c) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not modify or amend any Contract between or among the Shareholder or any Affiliate of such Shareholder (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent of the Company.

Shareholder Agreements. (a) During the period commencing on the date hereof and ending on Hereafter until the Expiration Time, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders Shareholders of SPAC the Company (or any adjournment or postponement thereof), and in any action by written consent resolutions of the shareholders Shareholders of SPAC distributed the Company requested by the SPAC Board of Directors of the Company or otherwise undertaken as contemplated by the Merger Agreement Transactions, including in the form attached hereto as Exhibit A (which written resolutions shall be delivered promptly, and in any event within forty-eight (48) hours, after (x) the Proxy Statement/Registration Statement (as contemplated by the Business Combination Agreement) has been declared effective and has been delivered or otherwise made available (including on the transactions contemplated therebyElectronic Data Gathering, Analysis and Retrieval filing system of the SEC) to the stockholders of Acquiror and the shareholders of the Company, and (y) the Company or Acquiror requests such delivery), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its its, his or her Subject Shares (to the extent such Subject Shares have voting rights and are entitled to vote on or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its its, his or her Subject Shares:Shares (to the extent such Subject Shares have voting rights and are entitled to vote on or provide consent with respect to such matter): (ia) to approve and adopt the SPAC Transaction ProposalsBusiness Combination Agreement, any document contemplated by the Business Combination Agreement, the Transactions and the transactions contemplated therein; including without limitation to any other consent, waiver, approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby or the SPAC Transaction ProposalsPre-Closing Financing); (iib) in any other circumstances upon which a consent resolution or other approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, the organizational documents of the Company or otherwise sought with respect to the Merger Business Combination Agreement or the transactions contemplated thereby or Transactions, in each case, to the SPAC Transaction Proposals or extent necessary to consummate the transactions contemplated thereinTransactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (iiic) against and withhold consent with respect to any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Transaction Proposals and the transactions contemplated thereby); (iv) against any merger agreement, merger, consolidation, combination, sale purchase of substantial assets, reorganization, recapitalization, dissolution, liquidation all or winding up substantially all of the Company’s assets or by SPAC other business combination transaction (other than the Merger Business Combination Agreement or the other Ancillary Agreements and the transactions contemplated therebyTransactions);; and (v) against any change in the business, management or the SPAC Board (other than in connection with the SPAC Transaction Proposals and the transactions contemplated thereby); (vid) against any proposal, action or agreement that would reasonably be expected to (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Business Combination Agreement, the Merger Business Combination or any of the transactions contemplated by the Merger Agreementother Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC or the Shareholders Company under the Merger Agreement or this Business Combination Agreement, as applicable, (C) result in any of the conditions set forth in Article VII IX of the Merger Business Combination Agreement not being fulfilled, fulfilled or (D) change in any manner the dividend policy or capitalization of SPACof, including the voting rights of any class of capital stock of SPAC; and (vii) to approve of, the Extension Proposal, subject to the terms and conditions in the Merger AgreementCompany. During the period commencing on the date hereof and ending on the Expiration Time, each Each Company Shareholder hereby xxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (b) Each . Upon the failure of a Company Shareholder shall comply with, and fully perform all of to timely provide its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 5, 2021, consent or vote its Subject Shares in accordance with this Section 1.4 pursuant to any action by and among SPAC, the Sponsor, and certain directors and officers of SPAC (the “Letter Agreement”), including the obligations written resolution of the Shareholders pursuant to shareholders of the Company within the timeframe specified in this Section 1 therein to not redeem, 1.4 or submit a request to SPAC’s transfer agent or otherwise exercise at any right to redeem, any SPAC Ordinary Shares (including applicable meeting of the Subject Shares) owned by such Shareholders in connection with the transactions contemplated by the Merger Agreement. (c) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not modify or amend any Contract between or among the Shareholder or any Affiliate of such Shareholder (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent shareholders of the Company, such Company Shareholder shall be deemed to have irrevocably granted to, and appointed, the Company, and any designee thereof, and each of them individually, as such Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in such Company Shareholder’s name, place and stead, to deliver any action by written resolution of the shareholders of the Company concerning any of the matters specified in this Section 1.4 or attend any meeting of the shareholders of the Company concerning any of the matters specified in this Section 1.4, to include such Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company and to provide consent or vote such Company Shareholder’s Subject Shares in any action by written resolution of the shareholders of the Company or at any meeting of the shareholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with, this Section 1.4. Each Company Shareholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. Notwithstanding any other provision of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Shareholder Agreements. (a) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of SPAC the Company and CayCo (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of SPAC the Company and CayCo distributed by the SPAC Board board of directors of the Company and CayCo or otherwise undertaken as contemplated by the Merger Business Combination Agreement or the transactions contemplated thereby, such Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (ia) to approve and adopt the SPAC Company Transaction Proposals, and the transactions contemplated therein; including without limitation to any other consent, waiver, approval is required under SPACthe Company’s Governing Documents, CayCo’s Governing Documents or under any agreements between SPAC the Company or CayCo and its their respective shareholders, or otherwise sought with respect to the Merger Agreement Business Combination Agreement, the Company Restructuring Documents or the transactions contemplated thereby or the SPAC Company Transaction Proposals; (iib) in any other circumstances upon which a consent or other approval is required under SPACthe Company’s Governing Documents, CayCo’s Governing Documents or under any agreements between SPAC the Company or CayCo and its their respective shareholders, or otherwise sought with respect to the Merger Agreement Business Combination Agreement, the Company Restructuring Documents or the transactions contemplated thereby or the SPAC Company Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Subject Shares held at such time in favor thereof; (iii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Transaction Proposals and the transactions contemplated thereby); (ivc) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC the Company and CayCo (other than the Merger Agreement Business Combination Agreement, the Company Restructuring Documents or the other Ancillary Transaction Agreements and the transactions contemplated thereby); (vd) against preparation, approval or actions in connection with a public offering of any equity securities of the Group and CayCo, or a newly formed holding company of the Group and CayCo (other than in connection with the Company Transaction Proposals or pursuant to the Business Combination Agreement, the Company Restructuring Documents or the other Transaction Agreements and the transactions contemplated thereby); (e) against any change in the business, management or board of directors of the SPAC Board (other than in connection with the SPAC Transaction Proposals Company and the transactions contemplated thereby);CayCo; and (vif) against any proposal, action or agreement that would (Ai) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Business Combination Agreement, the Merger Merger, the Company Restructuring Documents or any of the transactions contemplated by the Merger AgreementTCO Restructuring, (Bii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC or the Shareholders Company and CayCo under the Merger Agreement or this Business Combination Agreement, as applicable, (Ciii) result in any of the conditions set forth in Article VII VIII of the Merger Business Combination Agreement not being fulfilled, or (Div) change in any manner the dividend policy or capitalization of SPACthe Company and CayCo, including the voting rights of any class share capital of capital stock of SPAC; and (vii) to approve the Extension ProposalCompany, subject to the terms and conditions in the Merger AgreementCayCo or any other Securities. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (b) Each Shareholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 5, 2021, by and among SPAC, the Sponsor, and certain directors and officers of SPAC (the “Letter Agreement”), including the obligations of the Shareholders pursuant to Section 1 therein to not redeem, or submit a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any SPAC Ordinary Shares (including the Subject Shares) owned by such Shareholders in connection with the transactions contemplated by the Merger Agreement. (c) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not modify or amend any Contract between or among the Shareholder or any Affiliate of such Shareholder (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent of the Company.

Shareholder Agreements. Each Shareholder ---------------------- shall (ai) During furnish to Alleghany such information as Alleghany may from time to time reasonably request in connection with the period commencing on registration statement and prospectus, any amendment or supplement thereto or any other filings required by this Section 9.4; (ii) from and after the date hereof Closing Date and ending on for so long as the Expiration Timeregistration, each Shareholder hereby unconditionally and irrevocably agrees thatqualification, at approval or listing remains effective, promptly after the sale or any meeting other disposition by him or her of Alleghany Shares, give Alleghany written notice of same; (iii) promptly notify Alleghany of any event which comes to his or her attention which would necessitate an amendment or supplement to the registration statement, prospectus or any of the shareholders other filings required by this Section 9.4; and (iv) suspend sales of SPAC Alleghany Shares under such registration statement promptly upon receipt of notice from Alleghany that such sales may not be made until such registration statement and prospectus are amended or supplemented as necessary, provided that Alleghany do so as expeditiously as possible. (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of SPAC distributed by the SPAC Board or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, such Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:e) Indemnification under this Section 9.4. -------------------------------------- (i) Alleghany agrees to approve and adopt the SPAC Transaction Proposalsindemnify, and the transactions contemplated therein; including without limitation to any other consent, waiver, approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, or otherwise sought with respect to the Merger extent permitted by law, the Shareholders and hold them harmless at all times after the date of this Agreement from and against and in respect of any and all liabilities, losses, damages, settlements, claims, costs or expenses, including, without limitation, attorneys' fees (collectively, "Liabilities"), under the transactions contemplated thereby or the SPAC Transaction Proposals;Securities -44- (ii) The Shareholders jointly and severally agree to indemnify, to the extent permitted by law, Alleghany, its directors and officers and each person, if any, who controls Alleghany within the meaning of Section 15 of the Securities Act and hold them harmless at all times after the date of this Agreement from and against and in respect of any and all Liabilities under the Securities Act, state securities laws, common law or otherwise, arising out of or due to (A) any untrue statement or alleged untrue statement of a material fact contained in any other circumstances upon which a consent registration statement or other approval is required under SPAC’s Governing Documents prospectus relating to the registration or under any agreements between SPAC and its shareholdersqualification of the Alleghany Shares, or otherwise sought with respect (B) any omission or alleged omission to state in such registration statement or prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the Merger Agreement extent that such Liabilities arise out of or are due to any untrue statement of a material fact contained in, or omission of a material fact from, information furnished in writing to Alleghany by the transactions contemplated thereby Shareholders expressly for use in such registration statement or the SPAC Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Subject Shares held at such time in favor thereof;prospectus. (iii) against any Business Combination Proposal or any proposal relating The procedures to a Business Combination Proposal (in each case, other than the SPAC Transaction Proposals and the transactions contemplated thereby); (iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Merger Agreement or the other Ancillary Agreements and the transactions contemplated thereby); (v) against any change in the business, management or the SPAC Board (other than be followed in connection with the SPAC Transaction Proposals and the transactions contemplated thereby); (virights of indemnification provided in this Section 9.4(e) against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or any of the transactions contemplated by the Merger Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC or the Shareholders under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions are set forth in Article VII of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of SPAC, including the voting rights of any class of capital stock of SPAC; and (vii) to approve the Extension Proposal, subject to the terms and conditions in the Merger AgreementSection 11.3 hereof. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (b) Each Shareholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 5, 2021, by and among SPAC, the Sponsor, and certain directors and officers of SPAC (the “Letter Agreement”), including the obligations of the Shareholders pursuant to Section 1 therein to not redeem, or submit a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any SPAC Ordinary Shares (including the Subject Shares) owned by such Shareholders in connection with the transactions contemplated by the Merger Agreement. (c) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not modify or amend any Contract between or among the Shareholder or any Affiliate of such Shareholder (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent of the Company.-45-

Shareholder Agreements. (a) During the period commencing on the date hereof and ending on Until the Expiration TimeTime and subject to the Registration Statement being declared effective, each Major Acquiror Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of SPAC the Company (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of SPAC distributed the Company sought by or on behalf of the SPAC Board of Directors of the Company or otherwise undertaken as in connection with the transactions contemplated by the Merger Agreement in a form reasonably acceptable to Acquiror (which written consent shall be delivered as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to shareholders, and in any event within three (3) Business Days after the transactions contemplated therebyRegistration Statement is declared effective and delivered or otherwise made available to shareholders), each such Major Acquiror Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Major Acquiror Shareholder holder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve the change in the jurisdiction of incorporation of Acquiror to the State of Delaware; (b) to approve the change of Acquiror's name in accordance with the Merger Agreement; (c) to approve and adopt the amendment and restatement of Acquiror's Governing Documents, substantially in the forms attached as Exhibits A and B to the Merger Agreement in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing; (d) to approve and adopt of the Merger Agreement and approve the transactions contemplated thereby, including the Mergers, in accordance with applicable Law and exchange rules and regulations; (e) to approve of the issuance of shares of Acquiror Common Stock in connection with the Mergers and Domestication, and pursuant to the PIPE Backstop Agreement, the PIPE Assignment Agreements and the Redemption Backstop Agreement; (f) to approve and adopt the Incentive Equity Plan and Employee Stock Purchase Plan, substantially in the forms attached as Exhibits F and G to the Merger Agreement in connection with the Domestication; (g) to elect the directors selected and proposed by the Company, including one Acquiror Nominee Director, to be the Board of Directors of Acquiror effective as of the Closing in accordance with the terms of Section 7.6 of the Merger Agreement; (h) to approve and adopt any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto; (i) to approve and adopt any other proposals as reasonably agreed by Acquiror and the SPAC Transaction Proposals, and Company to be necessary or appropriate in connection with the transactions contemplated therein; including without limitation hereby; (j) to adjourn the Acquiror Shareholders' Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing; (k) to vote against any merger, asset purchase or other consent, waiver, approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, or otherwise sought with respect to business combination transaction (other than the Merger Agreement or the transactions contemplated thereby or the SPAC Transaction Proposals; (ii) in any other circumstances upon which a consent or other approval is required under SPAC’s Governing Documents or under any agreements between SPAC and its shareholders, or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby or the SPAC Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Subject Shares held at such time in favor thereof; (iii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Transaction Proposals and the transactions contemplated thereby);; and (ivl) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Merger Agreement or the other Ancillary Agreements and the transactions contemplated thereby); (v) against any change in the business, management or the SPAC Board (other than in connection with the SPAC Transaction Proposals and the transactions contemplated thereby); (vi) to vote against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, Agreement or the Merger or any of the transactions contemplated by the Merger AgreementMergers, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC or the Shareholders Acquiror under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article VII IX of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of SPAC, including the voting rights of any class of capital stock of SPAC; and (vii) to approve the Extension Proposal, subject to the terms and conditions in the Merger Agreement. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (b) Each Shareholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 5, 2021, by and among SPAC, the Sponsor, and certain directors and officers of SPAC (the “Letter Agreement”), including the obligations of the Shareholders pursuant to Section 1 therein to not redeem, or submit a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any SPAC Ordinary Shares (including the Subject Shares) owned by such Shareholders in connection with the transactions contemplated by the Merger Agreement. (c) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not modify or amend any Contract between or among the Shareholder or any Affiliate of such Shareholder (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent of the Company.

Shareholder Agreements. (a) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of SPAC the Company and CayCo (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of SPAC the Company and CayCo distributed by the SPAC Board board of directors of the Company and CayCo or otherwise undertaken as contemplated by the Merger Business Combination Agreement or the transactions contemplated thereby, such Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (ia) to approve and adopt the SPAC Company Transaction Proposals, and the transactions contemplated therein; including without limitation to any other consent, waiver, approval is required under SPACthe Company’s Governing Documents, CayCo’s Governing Documents or under any agreements between SPAC the Company or CayCo and its their respective shareholders, or otherwise sought with respect to the Merger Agreement Business Combination Agreement, the Company Restructuring Documents or the transactions contemplated thereby or the SPAC Company Transaction Proposals; (iib) in any other circumstances upon which a consent or other approval is required under SPACthe Company’s Governing Documents, CayCo’s Governing Documents or under any agreements between SPAC the Company or CayCo and its their respective shareholders, or otherwise sought with respect to the Merger Agreement Business Combination Agreement, the Company Restructuring Documents or the transactions contemplated thereby or the SPAC Company Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Subject Shares held at such time in favor thereof; (iii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Transaction Proposals and the transactions contemplated thereby); (ivc) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC the Company and CayCo (other than the Merger Agreement Business Combination Agreement, the Company Restructuring Documents or the other Ancillary Transaction Agreements and the transactions contemplated thereby); (vd) against preparation, approval or actions in connection with a public offering of any equity securities of the Group and CayCo, or a newly formed holding company of the Group and CayCo (other than in connection with the Company Transaction Proposals or pursuant to the Business Combination Agreement, the Company Restructuring Documents or the other Transaction Agreements and the transactions contemplated thereby); (e) against any change in the business, management or board of directors of the SPAC Board (other than in connection with the SPAC Transaction Proposals Company and the transactions contemplated thereby);CayCo; and (vif) against any proposal, action or agreement that would (Ai) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Business Combination Agreement, the Merger Merger, the Company Restructuring Documents or any of the transactions contemplated by the Merger AgreementFST Restructuring, (Bii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC or the Shareholders Company and CayCo under the Merger Agreement or this Business Combination Agreement, as applicable, (Ciii) result in any of the conditions set forth in Article VII VIII of the Merger Business Combination Agreement not being fulfilled, or (Div) change in any manner the dividend policy or capitalization of SPACthe Company and CayCo, including the voting rights of any class share capital of capital stock of SPAC; and (vii) to approve the Extension ProposalCompany, subject to the terms and conditions in the Merger AgreementCayCo or any other Securities. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (b) Each Shareholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 5, 2021, by and among SPAC, the Sponsor, and certain directors and officers of SPAC (the “Letter Agreement”), including the obligations of the Shareholders pursuant to Section 1 therein to not redeem, or submit a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any SPAC Ordinary Shares (including the Subject Shares) owned by such Shareholders in connection with the transactions contemplated by the Merger Agreement. (c) During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not modify or amend any Contract between or among the Shareholder or any Affiliate of such Shareholder (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior written consent of the Company.