Common use of Sponsor Affiliate Agreements Clause in Contracts

Sponsor Affiliate Agreements. (a) Each of Sponsor and Acquiror hereby agrees that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary that certain letter agreement, dated October 15, 2020, by and among Sponsor and Acquiror (the “Sponsor Letter Agreement”), except as otherwise provided for under this Agreement or any Transaction Document. (b) Each of Sponsor and Acquiror hereby agree that each agreement as of the Acquisition Effective Time between Acquiror (or any of its Subsidiaries), on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Acquiror or any of Acquiror’s Subsidiaries), on the other hand, (but excluding any Transaction Document, the Sponsor Letter Agreement, and any agreements with respect to the indemnification of Acquiror’s directors and officers, advancement of expense or exculpation or contribution of Acquiror’s directors and officers, or relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time) (such agreements, together, the “Sponsor Affiliate Agreements”) will be terminated effective as of the Acquisition Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of Acquiror or Sponsor, and on and from the Acquisition Effective Time, neither Acquiror, Sponsor, nor any of their respective Affiliates or Subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Acquiror and Sponsor (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and all claims with respect thereto with effect on and from the Acquisition Effective Time. Notwithstanding the foregoing of this Section 8.1(b), Sponsor and Acquiror shall, and shall procure their Affiliates shall, perform their respective duties, liabilities or obligations under and in accordance with the terms of the Sponsor Affiliate Agreements prior to the Acquisition Effective Time. Additionally, the parties agree that (i) the lock-up and transfer provisions in this Agreement shall supersede and replace Sponsor’s obligations in respect of lock-up and transfer provisions currently contained in the Sponsor Letter Agreement effective upon the Acquisition Effective Time and (ii) the Sponsor Letter Agreement may be amended to reflect that the lock-up period applicable to PubCo Shares received at the Initial Closing by a party to the Sponsor Letter Agreement other than Sponsor shall be the Lock-Up Period.

Sponsor Affiliate Agreements. (a) Each of Sponsor and Acquiror hereby agrees that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary that certain letter agreement, dated October 1512, 20202021, by and among Sponsor and Acquiror (the “Sponsor Letter Agreement”), except as otherwise provided for under this Agreement or any Transaction Document. (b) Each of Sponsor and Acquiror hereby agree that each agreement as of the Acquisition Effective Time between Acquiror (or any of its Subsidiaries), on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Acquiror or any of Acquiror’s Subsidiaries), on the other hand, (but excluding any Transaction Document, the Sponsor Letter Agreement, and any agreements with respect to the indemnification of the Acquiror’s directors and officers, advancement of expense or exculpation or contribution of the Acquiror’s directors and officers, or relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time) (such agreements, together, the “Sponsor Affiliate Agreements”) will be terminated effective as of the Acquisition Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of Acquiror or Sponsor, and on and from the Acquisition Effective Time, neither Acquiror, Sponsor, nor any of their respective Affiliates or Subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Acquiror and Sponsor (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and all claims with respect thereto with effect on and from the Acquisition Effective Time. Notwithstanding the foregoing of this Section 8.1(b6.01(b), Sponsor and Acquiror shall, and shall procure ensure that their Affiliates shall, perform their respective duties, liabilities or obligations under and in accordance with the terms of the Sponsor Affiliate Agreements prior to the Acquisition Effective Time. Additionally, the parties agree Sxxxxxx agrees that (i) the lock-up and transfer provisions in this Agreement shall supersede and replace Sponsor’s its obligations in respect of lock-up and transfer provisions currently contained in the Sponsor Letter Agreement effective upon the Acquisition Effective Time and (ii) the Sponsor Letter Agreement may be amended to reflect that the lock-up period applicable to PubCo Shares received at the Initial Closing by a party to the Sponsor Letter Agreement other than Sponsor shall be the Lock-Up PeriodTime.

Sponsor Affiliate Agreements. (a) Each of Sponsor and Acquiror SPAC hereby agrees agree that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary that certain letter agreementagreement dated May 13, dated October 15, 2020, 2021 by and among Sponsor the Sponsor, SPAC and Acquiror the Insiders (the “Sponsor SPAC Letter Agreement”), except as otherwise provided for under this Agreement, the Business Combination Agreement or any other Transaction DocumentDocuments. (b) Each of Sponsor and Acquiror SPAC hereby agree that each agreement as of the Acquisition Effective Time between Acquiror SPAC (or any of its Subsidiaries), on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Acquiror SPAC or any of AcquirorSPAC’s Subsidiaries), on the other hand, hand (but excluding any Transaction Document, Document and the Sponsor SPAC Letter Agreement, and any agreements with respect to the indemnification of Acquiror’s directors and officers, advancement of expense or exculpation or contribution of Acquiror’s directors and officers, or relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time) (such agreements, togethercollectively, the “Sponsor Affiliate Agreements”) will be terminated effective as of the Acquisition Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of Acquiror the Sponsor or SponsorSPAC, and on and from the Acquisition Effective TimeTime neither SPAC, neither Acquiror, the Sponsor, nor any of their respective Affiliates affiliates or Subsidiaries subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Acquiror Sponsor and Sponsor SPAC (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and all claims with respect thereto with effect on and from the Acquisition Effective Time. Notwithstanding the foregoing of this Section 8.1(b)Additionally, Sponsor and Acquiror shall, and shall procure their Affiliates shall, perform their respective duties, liabilities or obligations under and in accordance with the terms each of the Sponsor Affiliate Agreements prior to Sponsor, SPAC and Insiders hereby agrees that the Acquisition Effective Time. Additionally, restrictions on Transfer of the parties agree that (i) the lockLock-up and transfer provisions in this Agreement Up Securities under Section 6.1 shall supersede and replace the Sponsor’s and each applicable Insider’s respective obligations in respect of lock-up and transfer provisions currently contained in Sections 5(a), 5(b) and 5(c) of the Sponsor SPAC Letter Agreement (the “Original Sponsor Lockup”), and such Original Sponsor Lockup shall terminate and be of no further force or effect, in each case effective upon the Acquisition Effective Time and (ii) the Sponsor Letter Agreement may be amended to reflect that the lock-up period applicable to PubCo Shares received at the Initial Closing by a party to the Sponsor Letter Agreement other than Sponsor shall be the Lock-Up PeriodTime.

Sponsor Affiliate Agreements. (a) Each of Sponsor and Acquiror hereby agrees that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary that certain letter agreement, dated October 15January 25, 20202021, by and among Sponsor and Acquiror (the “Sponsor Letter Agreement”), except as otherwise provided for under this Agreement or any Transaction Document. (b) Each of Sponsor and Acquiror hereby agree that each agreement as of the Acquisition Amalgamation Effective Time between Acquiror (or any of its Subsidiaries), on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Acquiror or any of Acquiror’s Subsidiaries), on the other hand, (but excluding any Transaction Document, the Sponsor Letter Agreement, and any agreements with respect to the indemnification of Acquirorthe SPAC’s directors and officers, advancement of expense or exculpation or contribution of Acquirorthe SPAC’s directors and officers, or relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Amalgamation Effective Time) (such agreements, together, the “Sponsor Affiliate Agreements”) will be terminated effective as of the Acquisition Amalgamation Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of Acquiror or Sponsor, and on and from the Acquisition Amalgamation Effective Time, neither Acquiror, Sponsor, nor any of their respective Affiliates or Subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Acquiror and Sponsor (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and all claims with respect thereto with effect on and from the Acquisition Amalgamation Effective Time. Notwithstanding the foregoing of this Section 8.1(b6.1(b), Sponsor and Acquiror shall, and shall procure their Affiliates shall, perform their respective duties, liabilities or obligations under and in accordance with the terms of the Sponsor Affiliate Agreements prior to the Acquisition Amalgamation Effective Time. Additionally, the parties agree Sponsor agrees that (i) the lock-up and transfer provisions in this Agreement shall supersede and replace Sponsor’s its obligations in respect of lock-up and transfer provisions currently contained in the Sponsor Letter Agreement effective upon the Acquisition Amalgamation Effective Time and (ii) the Sponsor Letter Agreement may be amended to reflect that the lock-up period applicable to PubCo Shares received at the Initial Closing by a party to the Sponsor Letter Agreement other than Sponsor shall be the Lock-Up PeriodTime.

Sponsor Affiliate Agreements. (a) Each of Sponsor and Acquiror hereby agrees that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary that certain letter agreement, dated October 15March 18, 20202022, by and among Sponsor and Acquiror (the “Sponsor Letter Agreement”), except as otherwise provided for under this Agreement or any Transaction Document. (b) Each of Sponsor and Acquiror hereby agree that each agreement as of the Acquisition Effective Time between Acquiror (or any of its Subsidiaries), on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Acquiror or any of Acquiror’s Subsidiaries), on the other hand, (but excluding any Transaction Document, the Sponsor Letter Agreement, and any agreements with respect to the indemnification of the Acquiror’s directors and officers, advancement of expense or exculpation or contribution of the Acquiror’s directors and officers, or relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time) (such agreements, together, the “Sponsor Affiliate Agreements”) will be terminated effective as of the Acquisition Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of Acquiror or Sponsor, and on and from the Acquisition Effective Time, neither Acquiror, Sponsor, nor any of their respective Affiliates or Subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Acquiror and Sponsor (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and all claims with respect thereto with effect on and from the Acquisition Effective Time. Notwithstanding the foregoing of this Section 8.1(b6.01(b), Sponsor and Acquiror shall, and shall procure ensure that their Affiliates shall, perform their respective duties, liabilities or obligations under and in accordance with the terms of the Sponsor Affiliate Agreements prior to the Acquisition Effective Time. Additionally, the parties agree Sxxxxxx agrees that (i) the lock-up and transfer provisions in this Agreement shall supersede and replace Sponsor’s its obligations in respect of lock-up and transfer provisions currently contained in the Sponsor Letter Agreement effective upon the Acquisition Effective Time and (ii) the Sponsor Letter Agreement may be amended to reflect that the lock-up period applicable to PubCo Shares received at the Initial Closing by a party to the Sponsor Letter Agreement other than Sponsor shall be the Lock-Up PeriodTime.

Sponsor Affiliate Agreements. (a) Each of Sponsor the SPAC Insiders and Acquiror SPAC hereby agrees that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary that certain letter agreement, dated October 15, 2020, by and among Sponsor and Acquiror (the “Sponsor Letter Agreement”), except as otherwise provided for under this Agreement or any Transaction Document. (b) Each of Sponsor and Acquiror hereby agree that each agreement in effect as of the Acquisition First Merger Effective Time between Acquiror (or any of its Subsidiaries)SPAC, on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Acquiror SPAC) or any of Acquiror’s Subsidiaries)other SPAC Insider, on the other hand, set forth on Schedule B hereto (but excluding any Transaction Documentin each case, the Sponsor Letter Agreementas may be amended, and any agreements supplemented or otherwise modified from time to time in accordance with respect to the indemnification of Acquiror’s directors and officersits terms, advancement of expense or exculpation or contribution of Acquiror’s directors and officers, or relating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time) (such agreements, togethercollectively, the “Sponsor Affiliate Agreements”) (for the avoidance of doubt, excluding any Transaction Document, the Letter Agreement and the Registration and Shareholder Rights Agreement, dated June 23, 2022, between SPAC, Sponsor and the other SPAC Insiders) will be terminated effective as of the Acquisition First Merger Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any SPAC Insider or SPAC; provided that, if there is any obligation to be discharged (including any payment owed) as of Acquiror the First Merger Effective Time by either the SPAC Insiders or SponsorSPAC under any Sponsor Affiliate Agreement, and on such Sponsor Affiliate Agreement(s) will be terminated as of immediately following the discharge of such obligations. On and from the Acquisition Effective Timeeffectiveness of such terminations, neither Acquirornone of SPAC, Sponsorthe SPAC Insiders, nor or any of their respective Affiliates or Subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Acquiror the SPAC Insiders and Sponsor SPAC (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and all claims with respect thereto with effect on and from the Acquisition Effective Time. Notwithstanding the foregoing effectiveness of this Section 8.1(b), Sponsor and Acquiror shall, and shall procure their Affiliates shall, perform their respective duties, liabilities or obligations under and in accordance with the terms of the Sponsor Affiliate Agreements prior to the Acquisition Effective Time. Additionally, the parties agree that (i) the lock-up and transfer provisions in this Agreement shall supersede and replace Sponsor’s obligations in respect of lock-up and transfer provisions currently contained in the Sponsor Letter Agreement effective upon the Acquisition Effective Time and (ii) the Sponsor Letter Agreement may be amended to reflect that the lock-up period applicable to PubCo Shares received at the Initial Closing by a party to the Sponsor Letter Agreement other than Sponsor shall be the Lock-Up Periodsuch terminations.