Common use of Subject Shares Clause in Contracts

Subject Shares. (a) The Stockholder agrees that (i) from the date hereof until the Closing Date, it shall not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreement.

Subject Shares. (a) The Stockholder agrees that (i) from the date hereof until the Closing DateEffective Time, it shall not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period Period, it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote (or sign written consents in respect of) the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement, or (C) exercise any of its Options. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should shall be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreement.

Subject Shares. (a) The Each Stockholder agrees that (i) from during the date hereof until the Closing DateVoting Period, it shall not, and shall not commit or agree to, without ParentPurchaser’s prior written consent, (i) directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement, through the granting of any proxies or powers of attorney, in connection with a voting trust or voting agreement or by operation of Law) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and therein or (ii) during take any action inconsistent with this Agreement, the Voting Period it shall not, and shall not commit Purchase Agreement or agree to, without Parent’s prior written consent, the transactions contemplated hereby or thereby (A) grant including by granting of any proxies proxy or powers power of attorney with respect to any or all of the Subject Shares (other than the proxy contemplated by Section 2.2) or agree agreeing to divest itself of the voting power with respect to its Subject Shares or vote the its Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action a manner that would have the effect of preventing or disabling the Stockholder from performing be inconsistent with its obligations under this Agreement). The Notwithstanding the foregoing, this Section 3(a) shall not prohibit a Transfer of the Subject Shares by the Stockholder to an Affiliate of the Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Purchaser, to be bound by all of the terms of this Agreement. Each Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should shall be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the any Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Each Stockholder further agrees that, in the event such Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Common Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that then any such additional Common Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the such Stockholder on the date of this Agreement.

Subject Shares. (a) The Stockholder Shareholder agrees that (i) from during the date hereof until the Closing Date, Voting Period it shall not, and shall not commit or agree to, without ParentNokia’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, indirectly (i) (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, hypothecate, loan, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) (collectively, a “Transfer”), or enter into any contract, option, derivative, forward sale, hedging or other agreement similar transaction by which any economic risks or arrangement rewards or understanding (including any profit-sharing arrangement) ownership of, or voting rights with respect to, Subject Shares are Transferred or (B) consent to or permit, a Transfer of, approve any or all of the Subject Shares foregoing in this clause (i), or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, or related to any or all of the Subject Shares or agree agree, commit or enter into any understanding to vote enter into any such voting trust, voting arrangement, proxy or voting agreement, in each case, that is inconsistent with the terms of this Agreement or prevent, restrain or impair the ability of the Shareholder to comply with its obligations pursuant to this Agreement; provided, that the Shareholder may Transfer any of its Subject Shares on or any matter interest contained therein (1) pursuant to, and in compliance with, a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act that is in effect prior to the date of this Agreement, (2) pursuant to any non-consensual Order (3) to one or divest itself more partners, members or equity holders of the Shareholder or any voting rights of its Affiliates and (4) to any of the Shareholder’s Affiliates; provided, however, that such Transfer, in the Subject Sharescase of the foregoing clauses (3) and (4), or shall be conditioned on the transferee agreeing in writing (Bin form and substance reasonably acceptable to Nokia) take any action that would have to assume all of the effect obligations of preventing or disabling the Stockholder from performing its obligations under Shareholder hereunder and to be bound by the provisions of this Agreement. The Stockholder agrees that any Any Transfer in violation of this Section 3.1(a) with respect to the Shareholder’s Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoinedvoid. If any involuntary transfer Nothing in this Agreement shall prohibit direct or indirect transfers of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by equity or other interests in the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effectShareholder. (b) In the event of a stock dividend or distributionsubdivision, or any change in the Subject Shares by reason of any stock dividend or distribution, split-upreclassification, recapitalization, split, combination, conversion, exchange of shares or the likesimilar transaction, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares initially subject to this Agreement as well as all such stock dividends and distributions additional shares of Company Common Stock acquired or received by the Shareholder in connection with any share dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction referred to above and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases transaction or otherwise acquires beneficial acquired or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementreceived.

Subject Shares. (a) The Each Stockholder Party agrees that (i) from during the date hereof until the Closing DateVoting Period, it shall not, and shall not commit or agree to, without Parent’s prior written consent, (i) directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement, through the granting of any proxies or powers of attorney, in connection with a voting trust or voting agreement or by operation of Law) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and therein or (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under inconsistent with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. The Each Stockholder Party agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should shall be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholderany Stockholder Party’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In Notwithstanding anything contained herein to the event of a stock dividend or distributioncontrary, each Stockholder Party shall be permitted to Transfer all or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all portion of the Subject Shares may to its Controlled Affiliates provided that in connection with such Transfer, the applicable Controlled Affiliate executes a joinder agreement agreeing to be changed or exchanged or which are received in bound by the terms and conditions of this Agreement as if such transactionControlled Affiliate were an original signatory hereto. The Stockholder further agrees that, in For the event Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution purpose of this Agreement, a “Controlled Affiliate” shall mean (i) Xxxx X. Icahn and his siblings, his and their respective spouses and descendants (including stepchildren and adopted children) and the Stockholder shall deliver promptly to Parent written notice spouses of such eventdescendants (including stepchildren and adopted children (collectively, the “Family Group”); (ii) any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each, an “Entity” and collectively “Entities”) Controlled by one or more members of the Family Group; (iii) the estate of any member of the Family Group; (iv) any trust Controlled by any one or more members of the Family Group; (v) any individual or Entity who receives an interest in any estate or trust listed in clauses (i) or (iv), to the extent of such interest; (vi) any trust or estate, all the beneficiaries of which notice shall state (other than charitable organizations or foundations) consist of one or more members of the number Family Group; (vii) any organization described in Section 501(c) of additional Shares so acquiredthe Code, over which any one or more members of the Family Group and the trusts and estates listed in clauses (iii), (iv) and (vi) have direct or indirect Control; or (viii) any Entity, directly or indirectly Controlled by any Person or Persons identified in clauses (i) through (vii) above. The Stockholder agrees For the purposes of this definition, and for the avoidance of doubt, in addition to any Person or Persons that any such additional Shares may be considered to possess Control, (x) a partnership shall be subject to considered Controlled by a general partner or managing general partner thereof, (y) a limited liability company shall be considered Controlled by a managing member of such limited liability company and (z) a trust or estate shall be considered Controlled by any trustee, executor, personal representative, administrator or any other Person or Persons having authority over the terms control, management or disposition of this Agreement, including all covenants, agreements, obligations, representations the income and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementassets therefrom.

Subject Shares. (a) The Stockholder Shareholder agrees that (i) from during the date hereof until the Closing Date, Voting Period it shall not, and shall not commit or agree to, without Parent’s the prior written consentconsent of the Company and Otonomo, (i) directly or indirectly, whether by merger, consolidation or otherwise, indirectly (A) offer for sale, sell (including short sales), transfer, tender, exchange, pledge, encumber, hypothecate, loan, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, forward sale, hedging or similar transaction by which any economic risks or rewards or ownership of, or voting rights with respect to Subject Shares are Transferred or affected, or other agreement or arrangement or understanding (including any profitprofit- or loss-sharing arrangement) with respect to, or consent to or permit, a Transfer of, related to any or all of the Subject Shares or (B) consent to or approve, or publicly announce its intention to do, any interest therein; and of the foregoing in this clause (i) or (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, or related to any or all of the Subject Shares or agree agree, commit or enter into any understanding to enter into any such voting trust, voting arrangement, proxy or voting agreement, or commit any act that would restrict the Shareholder’s legal power, authority and right to vote all of the Subject Shares on any matter or divest itself of any voting rights in otherwise prevent or disable the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder Shareholder from performing any of its obligations under this Agreement. The Stockholder agrees ; provided, that the Shareholder may Transfer any Transfer of its Subject Shares or any interest contained therein (x) to any of its controlled Affiliates; provided, however, that (1) the effectiveness of any such Transfer shall be conditioned on the transferee agreeing in writing (in form and substance reasonably acceptable to the Company and Otonomo) to be bound by the provisions of this Agreement and (2) any such Transfer shall not permitted hereby relieve the Shareholder from any liability or obligations hereunder or (y) in connection with the “net exercise” on a cashless basis of any Otonomo Stock Option in accordance with the terms set forth in Section 2.2(d)(ii) of the Merger Agreement. Any Transfer in violation of this Section 3.1(a) with respect to the Shareholder’s Subject Shares shall be null and void and that any such prohibited Transfer may and should be enjoinedvoid. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (b) If any involuntary transfer Transfer of any the Subject Shares covered hereby shall occur occurs (including, but not limited to, including a sale by the StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effecteffect in accordance with the terms and conditions hereof until the expiry of the Voting Period. (bc) In the event of a stock dividend or distributionan issue of bonus shares, or any change in the Subject Shares by reason of any stock dividend or distributionshare dividend, split-upsubdivision, reclassification, recapitalization, split, combination, conversion, exchange of shares or the likesimilar transaction, or other receipt of Otonomo Shares, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares initially subject to this Agreement as well as all such stock dividends and distributions additional Otonomo Shares acquired or received by the Shareholder in connection with any issue of bonus shares, share dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares, similar transaction or other receipt of Otonomo Shares referred to above and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases transaction or otherwise acquires beneficial acquired or record ownership received. (d) The Shareholder agrees, during the Voting Period, to notify the Company and Xxxxxxx of the number of any new Otonomo Shares or an interest in, or acquires other securities entitling the right holder thereof to vote or share give consent with respect to the matters set forth in Article II acquired or otherwise obtained by the voting ofShareholder, any additional Sharesif any, in each case from and after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementhereof.

Subject Shares. (a) The Stockholder agrees that (i) from the date hereof until the Closing DateExpiration Time, it shall not, and shall not commit or agree to, without Parent’s the prior written consentconsent of Parent and the Company, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period Period, it shall not, and shall not commit or agree to, without Parent’s the prior written consentconsent of Parent and the Company, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote (or sign written consents in respect of) the Subject Shares on any matter or divest itself of any voting rights in the Subject SharesShares that would conflict with the terms of this Support Agreement, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Support Agreement. Notwithstanding the foregoing, the Stockholder may, at any time, Transfer its Subject Shares (1) by will or other testamentary document or by intestacy, (2) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser or general partner of the Stockholder,, (3) to any member of the Stockholder’s immediate family, (4) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes or (5) to the extent required by applicable Law; provided, that the case of clauses (1)-(4), such permitted transferee shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Support Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should shall be enjoined. If any voluntary or involuntary transfer Transfer of any Subject Shares covered hereby shall occur (including, but not limited to, including a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the permitted transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Support Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event the Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this AgreementSupport Agreement and prior to the Expiration Time, the Stockholder shall deliver promptly to the Company and Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall constitute Subject Shares for all purposes of this Support Agreement and shall be subject to the terms of this Support Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares Shares were owned by the Stockholder on the date of this Support Agreement.

Subject Shares. (a) The Stockholder agrees that that, until the earlier of the end of the Voting Period and the six (i6) from month anniversary of the date hereof until the Closing Dateof this Agreement, it shall Stockholder will not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), contract to sell, assign, hypothecate, transfer, tender, pledge, grant a security interest in, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”)) any Subject Shares, or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permitto, a Transfer of, any of the Subject Shares or Stockholder's voting or economic interest therein. Any attempted Transfer of Subject Shares or any interest therein in violation of this Section 3.1(a) shall be null and void. During the Voting Period, in furtherance of this Agreement, Stockholder hereby authorizes the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting and transfer of the Subject Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by the Company following the termination of this Agreement. (b) Stockholder agrees that all shares of Common Stock that Stockholder purchases, acquires the right to vote, or any interest therein; and otherwise acquires beneficial ownership of, but excluding shares of Common Stock underlying unexercised Options (ii) as defined below), during the Voting Period it shall not, be subject to the terms and conditions of this Agreement and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the constitute Subject Shares or agree to vote the Subject Shares on any matter or divest itself for all purposes of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (bc) In the event of a stock share dividend or distribution, or any change in the Subject Shares Common Stock by reason of any stock share dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the likesimilar transaction, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock share dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The . (d) Stockholder further agrees thatshall, in during the event Stockholder purchases Voting Period, notify the Purchaser of the number of any new Common Shares or otherwise acquires beneficial or record ownership of or an interest in, or acquires other securities entitling the right holder thereof to vote or share give consent with respect to the matters set forth in the voting ofArticle II acquired by Stockholder, any additional Sharesif any, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementhereof.

Subject Shares. (a) The Stockholder Each Shareholder agrees that (i) from during the date hereof until the Closing Date, Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (i) directly or indirectly, whether by merger, consolidation or otherwise, indirectly (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profitprofit- or loss-sharing arrangement) with respect to, or consent to or permit, a Transfer of, related to any or all of the Subject Shares or (B) consent to or approve any interest therein; and of the foregoing in this clause (i) or (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, or related to any or all of the Subject Shares or agree agree, commit or enter into any understanding to vote the enter into any such voting trust, voting arrangement, proxy or voting agreement; provided, that such Shareholder may Transfer any of its Subject Shares on or any matter or divest itself interest contained therein to any Affiliate of such Shareholder; provided, however, that (x) the effectiveness of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any such Transfer of Subject Shares not permitted hereby shall be null conditioned on the transferee agreeing in writing (in form and void substance reasonably acceptable to Parent) to be bound by the provisions of this Agreement and that (y) any such prohibited Transfer may and should be enjoined. If shall not relieve such Shareholder from any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, liability or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effectobligations hereunder. (b) In the event of a stock dividend or distributiondividend, or any change in the Subject Shares by reason of any stock dividend or distributionsubdivision, split-upreclassification, recapitalization, split, combination, conversion, exchange of shares or the likesimilar transaction, or other receipt of Company Shares by any Shareholder, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares initially subject to this Agreement as well as all such additional Company Shares acquired or received by such Shareholder in connection with any stock dividends and distributions dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction referred to above and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases transaction or otherwise acquires beneficial acquired or record ownership received. (c) Each Shareholder agrees, during the Voting Period, to notify Parent of the number of any new Company Shares or an interest in, or acquires other securities entitling the right holder thereof to vote or share give consent with respect to the matters set forth in the voting ofArticle II acquired or otherwise obtained by such Shareholder, any additional Sharesif any, in each case from and after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementhereof.

Subject Shares. (a) The Stockholder Shareholder agrees that (i) from during the date hereof until the Closing Date, Voting Period it shall not, and shall not commit or agree to, without Parentthe Purchaser’s prior written consent, (i) directly or indirectly, whether by merger, consolidation or otherwise, indirectly (A) offer for sale, sell (including short sales), contract to sell, assign, hypothecate, transfer, tender, pledge, grant a security interest in, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, right or warrant to purchase, derivative, hedging or other agreement or arrangement or understanding (including any profitprofit- or loss-sharing arrangement) with respect to, or consent to or permit, related to a Transfer of, of any or all of the Subject Shares or consent to or approve any interest therein; and of the foregoing in this clause (i), (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, any or all of the Subject Shares or agree agree, commit or enter into any understanding to vote enter into any such voting trust, voting arrangement, proxy or voting agreement or (iii) take any other action that would materially restrict, limit or interfere with the performance of Shareholder’s obligations hereunder; provided, that Shareholder may Transfer any of its Subject Shares on or any matter or divest itself interest contained therein to any Affiliate of Shareholder; provided; however, that (A) the effectiveness of any voting rights such Transfer shall be conditioned on the transferee agreeing in writing to be bound by the Subject Sharesprovisions of this Agreement, or (B) take any action that if such Transfer would have reasonably be expected to diminish the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the StockholderPurchaser’s trustee in bankruptcy, or a sale ability to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under enforce this Agreement, which such Transfer must be approved in writing by the Purchaser and (C) any such Transfer shall continue in full force and effectnot relieve Shareholder from any liability or obligations hereunder. (b) In the event of a stock share dividend or distribution, or any change in the Subject Ordinary Shares by reason of any stock share dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the likesimilar transaction, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock share dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that. (c) Shareholder shall, in during the event Stockholder purchases Voting Period, notify the Purchaser of the number of any new Ordinary Shares or otherwise acquires beneficial or record ownership of or an interest in, or acquires other securities entitling the right holder thereof to vote or share give consent with respect to the matters set forth in Article II acquired by Shareholder, if any, after the date hereof. (d) Shareholder shall, on or prior to the First Closing Date, execute and deliver (i) the Amendment to the First Reserve Shareholders’ Agreement, duly executed by it, and (ii) the Amended and Restated First Reserve Registration Rights Agreement, duly executed by it. (e) Shareholder shall cause, on or prior to the First Closing Date (i) one member of the Board designated by Shareholder to resign in accordance with Section 1.4 of the Investment Agreement, (ii) the Directors designated and appointed by Shareholder pursuant to the First Reserve Shareholders’ Agreement to vote to increase of the size of the Board as required to satisfy the Purchaser’s right to designate CD&R Designees (as defined in the voting of, any additional Shares, Shareholders’ Agreement) in each case after accordance with the execution of this Agreement, Shareholders’ Agreement and (iii) its written consent to such change in the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the total number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall Directors to be subject delivered to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this AgreementBoard.

Subject Shares. (a) The Each Stockholder agrees that (i) from during the date hereof until the Closing Date, Initial Voting Period it shall not, and shall not commit or agree to, without Parent’s the prior written consentconsent of Parent and the Company, (i) directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, of any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote (or sign written consents in respect of) the Subject Shares on any matter or divest itself of any voting rights in the Subject SharesShares that would conflict with the terms of this Support Agreement, or (Biii) take any action that would have the effect of preventing or disabling the such Stockholder from performing its obligations under this Support Agreement. The Notwithstanding the foregoing, each Stockholder may, at any time, Transfer its Subject Shares (1) by will or other testamentary document or by intestacy, (2) to any investment fund or other entity controlled or managed by such Stockholder or the investment adviser or general partner of such Stockholder, (3) to any member of such Stockholder’s immediate family, (4) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder or otherwise for estate planning purposes or (5) to the extent required by applicable Law; provided, that in the case of clauses (1)-(4), such transferee shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Support Agreement (each such transferee, a “Permitted Transferee”). Each Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should shall be enjoined. If any voluntary or involuntary transfer Transfer of any Subject Shares covered hereby shall occur (including, but not limited to, including a sale by the a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee Permitted Transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transfereePermitted Transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Support Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Each Stockholder further agrees that, in the event such Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Sharesshares of Common Stock, in each case after the execution of this AgreementSupport Agreement and prior to the Expiration Time, the such Stockholder shall deliver promptly to the Company and Parent written notice of such event, which notice shall state the number of additional Shares shares so acquired. The Each Stockholder agrees that any such additional shares of Common Stock shall constitute Subject Shares for all purposes of this Support Agreement and shall be subject to the terms of this Support Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the such Stockholder on the date of this Support Agreement.

Subject Shares. (a) The Stockholder Each Shareholder agrees that (i) from during the date hereof until Voting Period and, if applicable, the Closing Date, Tail Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (i) directly or indirectly, whether by merger, consolidation or otherwise, indirectly (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profitprofit- or loss-sharing arrangement) with respect to, or consent to or permit, related to a Transfer of, of any or all of the Subject Shares or consent to or approve any interest therein; and of the foregoing in this clause (i) or (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, any or all of the Subject Shares or agree agree, commit or enter into any understanding to vote the enter into any such voting trust, voting arrangement, proxy or voting agreement; provided, that such Shareholder may Transfer any of its Subject Shares on or any matter or divest itself interest contained therein to any Affiliate of such Shareholder; provided; however, that (A) the effectiveness of any voting rights such Transfer shall be conditioned on the transferee agreeing in writing (in form and substance reasonably acceptable to Parent) to be bound by the Subject Shares, or provisions of this Agreement and (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If shall not relieve Shareholder from any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, liability or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effectobligations hereunder. (b) In the event of a stock share dividend or distribution, or any change in the Subject Company Shares by reason of any stock share dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the likesimilar transaction, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock share dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that. (c) Each Shareholder agrees, in during the event Stockholder purchases Voting Period and, if applicable, the Tail Period, to notify Parent and Merger Sub of the number of any new Company Shares or otherwise acquires beneficial or record ownership of or an interest in, or acquires other securities entitling the right holder thereof to vote or share give consent with respect to the matters set forth in the voting ofArticle II acquired by such Shareholder, any additional Sharesif any, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementhereof.

Subject Shares. (a) The Stockholder Shareholder agrees that (i) from during the date hereof until the Closing Date, Voting Period it shall not, and shall not commit or agree to, without ParentTKB’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, indirectly (i) (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, hypothecate, loan, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) (collectively, a “Transfer”), or enter into any contract, option, derivative, forward sale, hedging or similar transaction by which any economic risks or rewards or ownership of, or voting rights with respect to Subject Shares are Transferred or affected, or other agreement or arrangement or understanding (including any profitprofit- or loss-sharing arrangement) with respect to, or consent to or permit, a Transfer of, related to any or all of the Subject Shares or (B) consent to or approve any interest therein; and of the foregoing in this clause (i), or (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, or related to any or all of the Subject Shares or agree agree, commit or enter into any understanding to vote enter into any such voting trust, voting arrangement, proxy or voting agreement, or (iii) permit to exist any Lien with respect to any or all of the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under other than those created by this Agreement. The Stockholder agrees ; provided, that any the Shareholder may Transfer (a) such number of Subject Shares as may be required to settle any Tax liability of the Shareholder arising from the vesting of any Wejo RSU Awards during the Voting Period, and (b) any of its Subject Shares or any interest contained therein to any of its Affiliates; provided, however, that (x) the effectiveness of any Transfer pursuant to the preceding letter (b) shall be conditioned on the transferee agreeing in writing (in form and substance reasonably acceptable to TKB) to assume all of the obligations of the Shareholder hereunder and to be bound by the provisions of this Agreement and (y) any Transfer pursuant to the preceding letter (b) shall not permitted hereby relieve the Shareholder from any liability or obligations hereunder. Any Transfer in violation of this Section 3.1(a) with respect to the Shareholder’s Subject Shares shall be null and void and that any such prohibited Transfer may and should be enjoinedvoid. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (b) If any involuntary transfer Transfer of any the Subject Shares covered hereby shall occur occurs (including, but not limited to, including a sale by the StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, including the Proxy, which shall continue in full force and effect. (b) In effect in accordance with the event of a stock dividend or distribution, or any change in terms and conditions hereof until the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all expiry of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this AgreementVoting Period.

Subject Shares. (a) The Each Stockholder agrees that (i) from during the date hereof until the Closing DateRestricted Period, it shall not, and shall not commit or agree to, without Parentthe Company’s prior written consent, (i) directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement, through the granting of any proxies or powers of attorney, in connection with a voting trust or voting agreement or by operation of Law) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and therein or (ii) during take any action inconsistent with this Agreement, the Voting Period it shall notPurchase Agreement, and shall not commit the Exchange Agreement or agree to, without Parent’s prior written consent, the transactions contemplated hereby or thereby (A) grant including by granting of any proxies proxy or powers power of attorney with respect to any or all of the Subject Shares (other than the proxy contemplated by Section 2.2) or agree agreeing to divest itself of the voting power with respect to its Subject Shares or vote the its Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action a manner that would have the effect of preventing or disabling the Stockholder from performing be inconsistent with its obligations under this Agreement). The Notwithstanding the foregoing, this Section 3(a) shall not prohibit a Transfer of the Subject Shares by the Stockholder to an Affiliate of the Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement. Each Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should shall be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the any Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Each Stockholder further agrees that, in the event such Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Common Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that then any such additional Common Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the such Stockholder on the date of this Agreement.

Subject Shares. (a) The Each Stockholder agrees that (i) from the date hereof until the Closing Date, it shall not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the its Subject Shares or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the its Subject Shares or agree to vote the its Subject Shares on any matter or divest itself of any voting rights in the its Subject Shares, or (B) take any action that would have the effect of preventing or disabling the such Stockholder from performing its obligations under this Agreement, or (C) convert any of its Preferred Shares into Common Shares; provided that the Stockholders may Transfer up to 500,000 common shares in the aggregate after the record date for the Stockholders Meeting (retaining voting rights in respect of the matters to be voted on at the Stockholders Meeting) and prior to the Closing Date. The Each Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Each Stockholder further agrees that, in the event such Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the such Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Each Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the such Stockholder on the date of this Agreement.

Subject Shares. (a) The Stockholder Shareholder agrees that (i) from during the date hereof until the Closing Date, Voting Period it shall not, and shall not commit or agree to, without ParentTKB’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, indirectly (i) (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, hypothecate, loan, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) (collectively, a “Transfer”), or enter into any contract, option, derivative, forward sale, hedging or similar transaction by which any economic risks or rewards or ownership of, or voting rights with respect to Subject Shares are Transferred or affected, or other agreement or arrangement or understanding (including any profitprofit- or loss-sharing arrangement) with respect to, or consent to or permit, a Transfer of, related to any or all of the Subject Shares or (B) consent to or approve any interest therein; and of the foregoing in this clause (i), or (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to, or deposit into a voting trust or enter into a voting arrangement, whether by proxy, voting agreement or otherwise with respect to, or related to any or all of the Subject Shares or agree agree, commit or enter into any understanding to vote enter into any such voting trust, voting arrangement, proxy or voting agreement, or (iii) permit to exist any Lien with respect to any or all of the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under other than those created by this Agreement. The Stockholder agrees ; provided, that any the Shareholder may Transfer (a) such number of Subject Shares as may be required to settle any Tax liability of the Shareholder arising from the vesting of any Wejo RSU Awards during the Voting Period, and (b) any of its Subject Shares or any interest contained therein to any of its Affiliates; provided, however, that (x) the effectiveness of any Transfer pursuant to the preceding letter (b) shall be conditioned on the transferee agreeing in writing (in form and substance reasonably acceptable to TKB) to assume all of the obligations of the Shareholder hereunder and to be bound by the provisions of this Agreement and (y) any Transfer pursuant to the preceding letter (b) shall not permitted hereby relieve the Shareholder from any liability or obligations hereunder. Any Transfer in violation of this Section 3.1(a) with respect to the Shareholder’s Subject Shares shall be null and void and that any such prohibited Transfer may and should be enjoinedvoid. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (b) If any involuntary transfer Transfer of any the Subject Shares covered hereby shall occur occurs (including, but not limited to, including a sale by the StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, including the Proxy, which shall continue in full force and effecteffect in accordance with the terms and conditions hereof until the expiry of the Voting Period. (bc) In the event of a stock dividend or distributionan issue of bonus shares, or any change in the Subject Shares by reason of any stock dividend or distributionsubdivision, split-upreclassification, recapitalization, split, combination, conversion, exchange of shares or the likesimilar transaction, or other receipt of Wejo Common Shares, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares initially subject to this Agreement as well as all such stock dividends and distributions additional Wejo Common Shares acquired or received by the Shareholder in connection with any share dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction referred to above and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases transaction or otherwise acquires beneficial acquired or record ownership received. (d) The Shareholder agrees, during the Voting Period, to notify TKB in writing of the number of any new Wejo Common Shares or an interest in, or acquires other securities entitling the right holder thereof to vote or share give consent with respect to the matters set forth in ARTICLE II acquired or otherwise obtained by the voting ofShareholder, any additional Sharesif any, in each case from and after the execution of this Agreementdate hereof, the Stockholder shall deliver promptly to Parent written notice of as soon as reasonably practicable after acquiring or otherwise obtaining such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreementnew Wejo Common Shares.

Subject Shares. (a) The Stockholder agrees that (i) from the date hereof until the Closing Date, it shall not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement, or (C) convert any of its Preferred Shares into Common Shares; provided, that the Stockholder may Transfer up to 500,000 Common Shares after the record date for the Stockholders Meeting (retaining voting rights in respect of the matters to be voted on at the Stockholders Meeting) and prior to the Closing Date. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreement.