Common use of Sponsor Support Agreements Clause in Contracts

Sponsor Support Agreements. (a) The Sponsor hereby irrevocably and unconditionally agrees, solely in its capacity as a shareholder of SPAC, that, unless this Agreement has been validly terminated in accordance with Section 3.3, at any meeting of the shareholders of SPAC (whether annual or special, however called and including any adjournment or postponement thereof), and in connection with any written consent of shareholders of SPAC, the Sponsor will, and will cause any other holder of record of any of the Sponsor’s voting Covered Securities: (i) to appear at such shareholder meeting or otherwise cause the Sponsor’s voting Covered Securities to be counted as present at such shareholder meeting, for purposes of establishing a quorum; (ii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), in favor of the Transaction Proposals; and (iii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), against (A) any Business Combination Proposal and (B) any other action (x) that would reasonably be expected to prevent, materially impede, materially interfere with, materially delay or materially postpone the ability of SPAC to consummate the Transactions, (y) that would be in competition with or inconsistent with the Business Combination Agreement or any Ancillary Agreement or (z) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect in any material respect any of the Transactions or would reasonably be expected to result in any of the conditions to HoldCo’s obligations under the Business Combination Agreement not being satisfied as of the Closing. The obligations of the Sponsor specified in this Section 1.3(a) will apply whether or not any of the Transaction Proposals is recommended by the SPAC Board and whether or not the SPAC Board has previously recommended any of the Transaction Proposals but changed such recommendation. (b) The Sponsor hereby irrevocably and unconditionally agrees not to elect to redeem any SPAC Ordinary Share in the SPAC Share Redemption or otherwise. (c) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3, the Sponsor will comply with and fully perform all of its covenants and agreements set forth in the Insider Letter, and the Sponsor shall not amend, restate, supplement or otherwise modify, or cause SPAC to amend, restate, supplement or otherwise modify or waive, any provision of the Insider Letter without the prior written consent of the Company.

Sponsor Support Agreements. (a) The Sponsor hereby irrevocably and unconditionally agrees, solely in its capacity as a shareholder agrees to undertake actions to cause the convening of SPAC, that, unless this Agreement has been validly terminated the Qell Shareholders Meeting in accordance with the Governing Documents of Qell, for the purposes of obtaining the Qell Shareholder Approval and, if applicable, any approvals related thereto, including the approval of the Business Combination Agreement and the transactions contemplated thereby, and an adjournment of the Qell of the Qell Shareholders Meeting, if necessary, to permit further solicitation of proxies because there is not sufficient votes to approve and adopt any of the foregoing. The Sponsor shall undertake any actions necessary to cause (so far as reasonably possible) the Closing to occur and the completion of the transactions contemplated by the Business Combination Agreement, including the Holdco Reorganization, the Required Holdco Shareholder Approval, the Merger, the Liquidation Distribution and Assumption, the Wxxxxxx Board Appointment, the Remaining Holdco Board Appointments, the Company Share Exchange, the post-Closing appointment of directors to the Holdco Board pursuant to Section 3.36.17 (Post-Closing Directors and Officers) of the Business Combination Agreement and any other action deemed as necessary or appropriate in order to consummate the transactions contemplated by the Business Combination Agreement (it being acknowledged and agreed that Closing and the transaction contemplated by the Business Combination Agreement are dependent on the performance of other parties and cannot be successfully consummated by the actions of the Sponsor alone). For the avoidance of doubt, at the Sponsor shall execute, or cause the execution of, the Required Holdco Shareholder Approval as contemplated by the Business Combination Agreement. (b) At any meeting of the shareholders of SPAC (whether annual or specialQell, however called and including called, or at any adjournment thereof, or postponement thereof)in any other circumstance in which the vote, and in connection with any written consent or other approval of the shareholders of SPACQell is sought, the Sponsor willshall (i) appear at each such meeting or otherwise cause all of its Qell Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and will deliver a written consent (or cause any other holder a written consent to be executed and delivered) covering, all of record of any of the Sponsor’s voting Covered Securitiesits Qell Shares: (i) to appear at such shareholder meeting or otherwise cause in favor of the Sponsor’s voting Covered Securities to be counted as present at such shareholder meeting, for purposes of establishing a quorumBusiness Combination Proposal; (ii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), in favor of the Merger Proposal; (iii) in favor of each Transaction Proposal; (iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Qell (other than the Business Combination Agreement and the transactions contemplated thereby); (v) against any change in the business, management or Board of Directors of Qell (other than in connection with the Business Combination Proposal, the Merger Proposal or the Transaction Proposals); and (iiivi) to voteagainst any proposal, action or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date agreement that any written consent is executed by the shareholders of SPAC), against would (A) impede, frustrate, prevent or nullify any provision of this Sponsor Agreement, the Business Combination Proposal and Agreement or the transactions contemplated thereby, any Ancillary Document or any Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other action (x) that would reasonably be expected to preventobligation or agreement of Qell, materially impede, materially interfere with, materially delay Holdco or materially postpone the ability of SPAC to consummate the Transactions, (y) that would be in competition with or inconsistent with Merger Sub under the Business Combination Agreement or any Ancillary Agreement or Document, (zC) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect in any material respect any of the Transactions or would reasonably be expected to result in any of the conditions to HoldCo’s obligations under set forth in Article 7 of the Business Combination Agreement not being satisfied as fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of the Closingany class of capital stock of Qell. The obligations of the Sponsor specified in this Section 1.3(a) will apply whether or not any of the Transaction Proposals is recommended by the SPAC Board and whether or not the SPAC Board has previously recommended any of the Transaction Proposals but changed such recommendation. (b) The Sponsor hereby irrevocably and unconditionally agrees that it shall not commit or agree to elect to redeem take any SPAC Ordinary Share in action inconsistent with the SPAC Share Redemption or otherwiseforegoing. (c) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3The Sponsor shall comply with, the Sponsor will comply with and fully perform all of its obligations, covenants and agreements set forth in the Insider Letterin, that certain letter agreement, dated as of 29 September 2020, and amended and restated on 28 January 2021, by and among the Sponsor and Qell (the “Voting Letter Agreement”), including without limitation the obligations of the Sponsor pursuant to Section 3 therein to not redeem any Qell Shares owned by the Sponsor in connection with the transactions contemplated by the Business Combination Agreement. (d) During the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the Business Combination Agreement pursuant to Article 8 thereof, the Sponsor shall not amend, restate, supplement or otherwise modify, or cause SPAC to amend, restate, supplement or otherwise modify or waiveamend any Contract between or among the Sponsor, anyone related by blood, marriage or adoption to the Sponsor or any provision Affiliate of the Insider Sponsor (other than Qell or any of its Subsidiaries), on the one hand, and Qell or any of Qell’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter without the prior written consent of the CompanyAgreement.

Sponsor Support Agreements. (a) The Prior to the Expiration Time, at any meeting of the stockholders of SPAC, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of SPAC is sought, the Sponsor hereby irrevocably and unconditionally agreesshall, solely in its capacity as a shareholder record owner of common stock of SPAC, that, unless this Agreement has been validly terminated in accordance with Section 3.3, (a) appear at any each such meeting or otherwise cause all of the shareholders its SPAC Shares to be counted as present thereat for purposes of SPAC calculating a quorum and (whether annual b) vote (or special, however called and including any adjournment or postponement thereofcause to be voted), or execute and in connection with any deliver a written consent (or cause a written consent to be executed and delivered) covering, all of shareholders of SPAC, the Sponsor will, and will cause any other holder of record of any of the Sponsor’s voting Covered Securitiesits SPAC Shares: (i) to appear at such shareholder meeting or otherwise cause in favor of each of the Sponsor’s voting Covered Securities to be counted as present at such shareholder meeting, for purposes of establishing a quorumSPAC Transaction Proposals; (ii) against any proposal relating to votea SPAC Competing Proposal (other than the SPAC Transaction Proposals); (iii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause to be votedwinding up of or by SPAC; (iv) against any material change in the business of SPAC or any change in the management or board of directors of SPAC (other than, in person each case, pursuant to the Merger Agreement or by proxy, at such shareholder meeting (or, as applicable, validly execute the other Transaction Agreements and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPACTransactions), in favor of the Transaction Proposals; and (iiiv) to voteagainst any proposal, action or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), against (A) any Business Combination Proposal and (B) any other action (x) agreement that would reasonably be expected to prevent, materially impede, materially interfere with, materially delay or materially postpone the ability of SPAC to consummate the Transactions, (y) that would be in competition with or inconsistent with the Business Combination Agreement or any Ancillary Agreement or (z) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect in any material respect any of the Transactions or would reasonably be expected to (a) in any material respect, impede, frustrate, hinder, interfere with, prevent or nullify the timely consummation of, or otherwise adversely affect, any of the Transactions, (b) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of SPAC under the Merger Agreement (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contain therein), (c) result in any of the conditions to HoldCo’s obligations under set forth in Article VIII of the Business Combination Merger Agreement not being satisfied as fulfilled or (d) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, SPAC. The Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. In furtherance of, and without limiting the generality of, the foregoing, the Sponsor hereby further agrees not to exercise any right to redeem any SPAC Shares for a pro rata portion of the ClosingTrust Account. The obligations of the Sponsor specified in this Section 1.3(a) will hereunder shall apply whether or not the SPAC board of directors or other governing body or any committee, subcommittee or subgroup thereof recommends any of the SPAC Transaction Proposals is recommended by the SPAC Board and whether or not the SPAC Board has previously recommended board of directors or other governing body or any of the Transaction Proposals but changed such recommendation. (b) The Sponsor hereby irrevocably and unconditionally agrees not committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to elect to redeem any SPAC Ordinary Share in change, withdraw, withhold, qualify or modify, the SPAC Share Redemption or otherwiseboard of directors’ recommendation to its stockholders. (c) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3, the Sponsor will comply with and fully perform all of its covenants and agreements set forth in the Insider Letter, and the Sponsor shall not amend, restate, supplement or otherwise modify, or cause SPAC to amend, restate, supplement or otherwise modify or waive, any provision of the Insider Letter without the prior written consent of the Company.

Sponsor Support Agreements. (a) The Sponsor hereby irrevocably and unconditionally agrees, solely in its capacity as a shareholder of SPAC, that, unless this Agreement has been validly terminated in accordance with Section 3.3, at any meeting of the shareholders of SPAC (whether annual or special, however called and including any adjournment or postponement thereof), and in connection with any written consent of shareholders of SPAC, the Sponsor will, and will cause any other holder of record of any of the Sponsor’s voting Covered Securities: (i) to appear at such shareholder meeting or otherwise cause the Sponsor’s voting Covered Securities to be counted as present at such shareholder meeting, for purposes of establishing a quorum; (ii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), in favor of the Transaction Proposals; and (iii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), against (A) any Business Combination Proposal and (B) any other action (x) that would reasonably be expected to prevent, materially impede, materially interfere with, materially delay or materially postpone the ability of SPAC to consummate the Transactions, (y) that would be in competition with or inconsistent with the Business Combination Agreement or any Ancillary Agreement or (z) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect in any material respect any of the Transactions or would reasonably be expected to result in any of the conditions to HoldCo’s obligations under the Business Combination Agreement not being satisfied as of the Closing. The obligations of the Sponsor specified in this Section 1.3(a) will apply whether or not any of the Transaction Proposals is recommended by the SPAC Board and whether or not the SPAC Board has previously recommended any of the Transaction Proposals but changed such recommendation. (b) The Sponsor hereby irrevocably and unconditionally agrees not to elect to redeem any SPAC Ordinary Share in the SPAC Share Redemption or otherwise. (c) From the date hereof until the earlier Expiration Time, each Sponsor hereby unconditionally and irrevocably agrees that, at the Parent Stockholders’ Meeting or any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, in each case, whether held in person or held in a virtual format, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought including any action by written consent or resolution with respect to, as applicable, such Sponsor shall (i) the Closing appear at each such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) the valid termination of this Agreement pursuant vote (or cause to Section 3.3be voted), the Sponsor will comply with or execute and fully perform deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its covenants Subject Shares: (i) in favor of, and agreements to adopt, the Business Combination Agreement, the Ancillary Agreements and the Transactions: (ii) in favor of each Transaction Proposal, any other proposals set forth in the Insider LetterProxy Statement and any other matters to be submitted for the approval of the holders of Equity Securities of Parent as set forth in the Business Combination Agreement; (iii) in favor of any proposal to adjourn or postpone the applicable shareholder meeting to a later date if (and only if) there are not sufficient other votes for approval of the Business Combination Agreement, the Transaction Proposals and any other proposals related thereto as set forth in the Proxy Statement on the dates on which such meetings are held; (iv) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transaction Proposals); (v) against any business combination agreement or merger (other than the Business Combination Agreement and the Sponsor shall not amendMergers), restateconsolidation, supplement combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or otherwise modifywinding up of or by Parent; (vi) against any change in the business, management or cause SPAC to amendboard of directors of Parent (other than in connection with the Transaction Proposals); and (vii) against any proposal, restateaction or agreement that would (A) impede, supplement frustrate, prevent or otherwise modify or waive, nullify any provision of this Sponsor Support Agreement, the Insider Letter Business Combination Agreement or any Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of any Parent Entity under the Business Combination Agreement, (C) result in any of the conditions set forth in Article IX of the Business Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. (b) Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. (c) Prior to the Expiration Time, no Sponsor shall, without the prior written consent of the Company, modify or amend any Contract between or among such Sponsor, anyone related by blood, marriage or adoption to such Sponsor or any Affiliate of such Sponsor (other than SponsorCo or any of its Subsidiaries), on the one hand, and Parent, or any of its Subsidiaries, on the other hand.

Sponsor Support Agreements. (a) The From the date hereof until the Expiration Time, Sponsor hereby unconditionally and irrevocably and unconditionally agrees, solely in its capacity as a shareholder of SPAC, agrees that, unless this Agreement has been validly terminated in accordance with Section 3.3, at the Purchaser Special Meeting or any meeting of the shareholders stockholders of SPAC (whether annual or specialPurchaser, however called and including called, or at any adjournment or postponement thereof, in each case, whether held in person or held in a virtual format, or in any other circumstance in which the vote, consent or other approval of the stockholders of Purchaser is sought including any action by written consent or resolution with respect to, as applicable, Sponsor shall (i) appear at each such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and in connection with any deliver a written consent (or cause a written consent to be executed and delivered) covering, all of shareholders of SPAC, the Sponsor will, and will cause any other holder of record of any of the Sponsor’s voting Covered Securitiesits Subject Shares: (i) in favor of, and to appear at such shareholder meeting or otherwise cause adopt: (i) the Sponsor’s voting Covered Securities Merger Agreement, the Ancillary Documents and the transactions contemplated therein (including the Purchaser Merger and the Extension); and (ii) each Purchaser Recommendation, any other proposals set forth in the Proxy Statement and any other matters to be counted submitted for the approval of the holders of Purchaser Securities as present at such shareholder meetingset forth in the Merger Agreement; and (ii) in opposition to: (i) any Acquisition Proposal and any and all other proposals (x) for an Alternative Transaction, for purposes of establishing a quorumor (y) which are in competition with or materially inconsistent with the transactions contemplated by the Merger Agreement; (ii) to voteother than as contemplated by the Merger Agreement, or cause to be voted, any material change in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent x) the present capitalization of the shareholders of SPAC) all Purchaser or any amendment of the SponsorPurchaser’s voting Covered Securities owned as of Organizational Documents or (y) the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), in favor of the Transaction ProposalsPurchaser’s corporate structure or business; and (iii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), against (A) any Business Combination Proposal and (B) any other action (x) or proposal involving Purchaser that would reasonably be expected to prevent, materially impede, materially interfere with, materially delay or materially postpone the ability of SPAC to consummate the Transactions, (y) that would be in competition with or inconsistent with the Business Combination Agreement or any Ancillary Agreement or (z) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially delay, postpone or adversely affect in any material respect any of the Transactions transactions contemplated by the Merger Agreement or would reasonably be expected to result in any of the conditions to HoldCothe Purchaser’s obligations under the Business Combination Merger Agreement not being satisfied as of fulfilled. (provided that nothing herein shall affect, restrict or in any way apply to any right that the Closing. The obligations of the Sponsor specified in this Section 1.3(a) will apply Purchaser (whether or not acting through any of its governing bodies or managers or members) has to terminate the Transaction Proposals is recommended by Merger Agreement in accordance with the SPAC Board and whether or not the SPAC Board has previously recommended any of the Transaction Proposals but changed such recommendationterms thereof). (b) The Sponsor hereby irrevocably and unconditionally agrees that it shall not commit or agree to elect to redeem take any SPAC Ordinary Share in action inconsistent with the SPAC Share Redemption or otherwiseforegoing. (c) From Prior to the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3Expiration Time, the Sponsor will comply with and fully perform all of its covenants and agreements set forth in the Insider Letter, and the Sponsor shall not amendnot, restate, supplement or otherwise modify, or cause SPAC to amend, restate, supplement or otherwise modify or waive, any provision of the Insider Letter without the prior written consent of the Company, modify or amend any Contract between or among Sponsor or any Affiliate of Sponsor, on the one hand, and Purchaser, or any of its Subsidiaries, on the other hand.

Sponsor Support Agreements. (a) The Sponsor hereby irrevocably and unconditionally agrees, solely in its capacity as a shareholder of SPACAcquiror, that, unless this Agreement has been validly terminated in accordance with Section 3.3, at any meeting of the shareholders of SPAC Acquiror (whether annual or special, however called and including any adjournment or postponement thereof), and in connection with any written consent of shareholders of SPACAcquiror, the Sponsor will, and will cause any other holder of record of any of the Sponsor’s voting Covered Securities: (i) to appear at such shareholder meeting or otherwise cause the Sponsor’s voting Covered Securities to be counted as present at such shareholder meeting, meeting for purposes of establishing a quorum; (ii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPACAcquiror) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPACAcquiror), in favor of (A) all of the Transaction ProposalsProposals and (B) the Acquiror Warrant Proposal; and (iii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPACAcquiror) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPACAcquiror), against (A) any Business Combination Proposal and (B) any other action (x) that would reasonably be expected to prevent, materially impede, materially interfere with, materially delay delay, postpone or materially postpone adversely affect any of the ability of SPAC to consummate Transaction Proposals or any other transaction contemplated by the Transactions, (y) that would be in competition with or inconsistent with the Business Combination Merger Agreement or any Ancillary Agreement or (z) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect result in any material respect breach of any representation, warranty, covenant, agreement or other obligation of Acquiror or Merger Sub under the Merger Agreement or of Acquiror, Merger Sub or the Sponsor under any Ancillary Agreement to which any of the Transactions or would reasonably be expected to result in any of the conditions to HoldCo’s obligations under the Business Combination Agreement not being satisfied as of the Closingforegoing is a party (including this Agreement). The obligations of the Sponsor specified in this Section 1.3(a1.6(a) will apply whether or not any of the Transaction Proposals or, as applicable, the Acquiror Warrant Proposal is recommended by the SPAC Acquiror Board and whether or not the SPAC Acquiror Board has previously recommended any of the Transaction Proposals or, as applicable, the Acquiror Warrant Proposal but changed such recommendation. (b) The Sponsor hereby irrevocably and unconditionally agrees not to elect to redeem any SPAC Acquiror Cayman Ordinary Share in the SPAC Acquiror Share Redemption or otherwise. (c) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3, the Sponsor and each Sponsor Principal will comply with and fully perform all of its covenants and agreements set forth in the Insider Letter, and neither the Sponsor nor any Sponsor Principal shall not amend, restate, supplement or otherwise modify, or cause SPAC Acquiror to amend, restate, supplement or otherwise modify or waive, any provision of the Insider Letter without the prior written consent of the Company. (d) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3, the Sponsor will, subject to any restrictions contained in its Governing Documents, advance funds to Acquiror as and when necessary to financing working capital or costs incurred in connection with the transactions contemplated by the Merger Agreement and the Ancillary Agreements.

Sponsor Support Agreements. (a) The Sponsor hereby agrees irrevocably and unconditionally agrees, solely in its capacity as a shareholder of SPAC, that, unless this Agreement has been validly terminated in accordance with Section 3.3, that at any meeting of the shareholders of SPAC (whether annual or specialSPAC, however called and including called, or at any adjournment or postponement thereof), or in any other circumstance in which the vote, consent or other approval of the shareholders of SPAC is sought and in connection with any written similar vote or consent of shareholders the holders of SPACPrivate Placement Warrants, the Sponsor willshall (i) appear at each such meeting or otherwise cause all of its SPAC Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and will deliver a written consent (or cause any other holder a written consent to be executed and delivered) covering, all of record of any of the Sponsor’s voting Covered Securitiesits SPAC Ordinary Shares: (i) to appear at such shareholder meeting or otherwise cause in favor of the Sponsor’s voting Covered Securities to be counted as present at such shareholder meeting, for purposes of establishing a quorumtransactions contemplated by the Business Combination Agreement; (ii) to vote, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), in favor of the Transaction Proposals; (iii) against any merger agreement, merger, exchange, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC or any other business combination proposal involving SPAC (other than the Business Combination Agreement and the transactions contemplated thereby); (iv) against any change in the business, management or Board of Directors of SPAC (other than in connection with Transaction Proposals); and (iiiv) to voteagainst any proposal, action or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), against (A) any Business Combination Proposal and (B) any other action (x) agreement that would reasonably be expected to (A) impede, nullify, frustrate, prevent, materially impede, materially interfere with, materially delay the consummation of, or materially postpone otherwise adversely affect, any of the ability transactions contemplated by the Business Combination Agreement, any Ancillary Agreement, the Exchange or the Merger or any provision of this SPAC Investor Support Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC to consummate the Transactions, (y) that would be in competition with or inconsistent with under the Business Combination Agreement or any Ancillary Agreement or Agreement, (zC) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect in any material respect any of the Transactions or would reasonably be expected to result in any of the conditions to HoldCo’s obligations under set forth in Article X of the Business Combination Agreement not being satisfied as fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, SPAC. The Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the Closingforegoing. The obligations of the Sponsor specified in this Section 1.3(a) will hereunder shall apply whether or not any of the Transaction Proposals is recommended by the SPAC Board and whether or not the SPAC Board has previously recommended or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Transaction Proposals but changed and whether or not such recommendationboard or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the SPAC Board’s recommendation to its stockholders. (b) The Sponsor hereby irrevocably and unconditionally agrees not to elect to redeem any SPAC Ordinary Share in During the SPAC Share Redemption or otherwise. (c) From period commencing on the date hereof until and ending on the earlier of (i) the consummation of the Closing or (ii) and the valid termination of this the Business Combination Agreement pursuant to Section 3.3Article XI thereof, the Sponsor will comply with and fully perform all of its covenants and agreements set forth in the Insider Letter, and the Sponsor shall not amend, restate, supplement or otherwise modify, or cause SPAC to amend, restate, supplement or otherwise modify or waiveamend any contract between or among the Sponsor, anyone related by blood, marriage or adoption to the Sponsor or any provision Affiliate of the Insider Letter without Sponsor, on the prior written consent of one hand, and SPAC on the Companyother hand.

Sponsor Support Agreements. (a) The Sponsor hereby irrevocably and unconditionally agrees, solely in its capacity as a shareholder of SPAC, that, unless this Agreement has been validly terminated in accordance with Section 3.3, at At any meeting of the shareholders of SPAC (whether annual or specialAcquiror, however called and including called, or at any adjournment thereof, or postponement thereof)in any other circumstance in which the vote, and in connection with any written consent or other approval of the shareholders of SPACAcquiror is sought, the each Sponsor will, and will cause any other holder of record of any of the Sponsor’s voting Covered Securities: shall (i) to appear at each such shareholder meeting or otherwise cause the Sponsor’s voting Covered Securities all of its Acquiror Common Shares to be counted as present at such shareholder meeting, thereat (to the extent entitled to vote thereto) for purposes of establishing calculating a quorumquorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Acquiror Common Shares (to the extent entitled to vote thereto): (i) in favor of each Transaction Proposal; (ii) against any Business Combination Proposal or any proposal relating to votea Business Combination Proposal (in each case, or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary to grant legally effective consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the shareholders of SPAC), in favor of than the Transaction Proposals); (iii) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Business Combination Agreement, any Ancillary Agreement and the transactions contemplated thereby); (iv) against any change in the business, management or Board of Directors of Acquiror (other than in connection with the Transaction Proposals or to add or replace a member of the Board of Directors of Acquiror in compliance with Nasdaq independence rules); and (iiiv) to voteagainst any proposal, action or cause to be voted, in person or by proxy, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action by written consent of the shareholders of SPAC) all of the Sponsor’s voting Covered Securities owned as of the record date for such meeting (or, as applicable, the date agreement that any written consent is executed by the shareholders of SPAC), against would (A) any Business Combination Proposal and (B) any other action (x) that would reasonably be expected to prevent, materially impede, materially interfere withfrustrate, materially delay prevent or materially postpone the ability nullify any provision of SPAC to consummate the Transactionsthis Sponsor Agreement, (y) that would be in competition with or inconsistent with the Business Combination Agreement or any Ancillary Agreement or the Business Combination, (zB) that is intended, or would reasonably be expected, to prevent, materially impede, materially interfere with, materially delay or materially postpone or adversely affect result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of Acquiror under the Transactions Business Combination Agreement or would reasonably be expected to any Ancillary Agreement, (C) result in any of the conditions to HoldCo’s obligations under set forth in Article VIII of the Business Combination Agreement not being satisfied as fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror (other than a customary equity grant to (i) any member of the Closing. The obligations Board of Directors of Acquiror that is added in compliance with Nasdaq independence rules or (ii) any member of the Sponsor specified scientific advisory board of Acquiror that is added consistent with Acquiror’s prior practice in this Section 1.3(a) will apply whether or not any of the Transaction Proposals is recommended by the SPAC Board and whether or not the SPAC Board has previously recommended any of the Transaction Proposals but changed onboarding such recommendationmembers). (b) The Each Sponsor hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Without limiting the generality of the foregoing, except as contemplated by the Business Combination Agreement, any Ancillary Agreement or the Transactions, each Sponsor hereby agrees from and unconditionally agrees after the date hereof: (i) not to elect deposit any of its Acquiror Common Shares in a voting trust or subject any of its Acquiror Common Shares to redeem any SPAC Ordinary Share arrangement or agreement with respect to the voting of such Acquiror Common Shares unless specifically requested to do so by the Company and Acquiror in writing in connection with the Business Combination Agreement, the Ancillary Agreements or the Transactions. (ii) not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the SPAC Share Redemption rules of the SEC) of any equity interests of Acquiror in connection with any vote of the shareholders of Acquiror with respect to the Transactions, other than to recommend that the shareholders of the Acquiror vote in favor of the Transaction Proposals (and any actions required in furtherance thereof or otherwise as expressly provided in this Section 1.5); and (iii) not to commence or participate in any claim, derivative or otherwise, against the Company, the Acquiror or any of their respective Affiliates (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Sponsor Agreement or (B) alleging a breach of any fiduciary duty of the Acquiror Board in connection with this Sponsor Agreement, the Transaction Proposals, the Business Combination Agreement or the Transactions. (c) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3Each Sponsor shall comply with, the Sponsor will comply with and fully perform all of its obligations, covenants and agreements set forth in in, those certain Letter Agreements, dated as of June 29, 2021 and September 24, 2021, by and among the Insider LetterSponsors, as applicable, and Acquiror (the “Voting Letter Agreements”), including without limitation the obligations of the Sponsors pursuant to Section 1 therein to not redeem any Acquiror Common Shares owned by such Sponsor in connection with the transactions contemplated by the Business Combination Agreement. (d) During the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the Business Combination Agreement pursuant to Article IX thereof, each Sponsor shall not amend, restate, supplement or otherwise modify, or cause SPAC to amend, restate, supplement or otherwise modify or waiveamend any Contract between or among such Sponsor, anyone related by blood, marriage or adoption to such Sponsor or any provision Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries), on the Insider one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter without the prior written consent of the CompanyAgreements.