Common use of Support Agreements Clause in Contracts

Support Agreements. (a) At any meeting of the shareholders of Parent, however 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 Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent 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 deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger 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. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting of the shareholders of Parent, however 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 Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent 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 deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger 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. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform perform, all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January April 6, 20212022, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent Xxxxxx seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting of the shareholders of Parentthe SPAC, however 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 Parent the SPAC is sought, each Sponsor shall (ix) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares Subject Securities to be counted as present thereat for purposes of calculating a quorum and (iiy) 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 Subject Securities: (i) in favor of each of the Parent Shareholder Approval Matters Transaction Proposals and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination Alternative Transaction or any proposal relating to a Business Combination an Alternative Transaction (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent the SPAC (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (viv) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub the SPAC under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII Section 6.1(c), Section 6.1(g), or Section 6.2 of the Merger 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, Parentthe SPAC. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares Subject Securities in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares Subject Securities or subject any of its Parent Ordinary Shares Subject Securities to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares Subject Securities unless specifically requested to do so by the Company and Parent the SPAC in writing in connection with the Merger Agreement, the Additional Agreements Transaction Documents or the transactions contemplated thereby. If the Sponsor is the beneficial owner, but not the registered holder, of any Subject Securities, it will take all actions necessary or requested by the Company and the SPAC to cause the registered holder and any nominees to vote all the Subject Securities in accordance with the terms of this Agreement. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6March 27, 20212023, by and among Sponsor, the Sponsors SPAC and Parent its directors and officers (the “Sponsor Letter”). (c) Each Sponsor Sxxxxxx agrees that, if Parent the SPAC seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional AgreementsTransaction Documents, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on at the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor its Affiliates (other than Parent the SPAC or any of its Subsidiaries), on the one hand, and Parent the SPAC or any of Parentthe SPAC’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting of the shareholders of Parentthe SPAC, however 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 Parent the SPAC is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares Subject Securities to be counted as present thereat for purposes of calculating a quorum 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 Subject Securities: (i) in favor of each of the Parent Shareholder Approval Matters Transaction Proposals and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination Alternative Transaction or any proposal relating to a Business Combination an Alternative Transaction (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent the SPAC (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (viv) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent the SPAC or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII Section 6.1(c), Section 6.1(f), or Section 6.2 of the Merger 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, Parentthe SPAC. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares Subject Securities in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares Subject Securities or subject any of its Parent Ordinary Shares Subject Securities to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares Subject Securities unless specifically requested to do so by the Company and Parent the SPAC in writing in connection with the Merger Agreement, the Additional Agreements Transaction Documents or the transactions contemplated thereby. If the Sponsor is the beneficial owner, but not the registered holder, of any Subject Securities, it will take all actions necessary or requested by the Company and the SPAC to cause the registered holder and any nominees to vote all the Subject Securities in accordance with the terms of this Agreement. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6March 27, 20212023, by and among Sponsor, the Sponsors SPAC and Parent its directors and officers (the “Sponsor Letter”). (c) Each Sponsor Sxxxxxx agrees that, if Parent the SPAC seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional AgreementsTransaction Documents, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on at the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor its Affiliates (other than Parent the SPAC or any of its Subsidiaries), on the one hand, and Parent the SPAC or any of Parentthe SPAC’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting of the shareholders of Parent, however 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 Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares Common Stock to be counted as present thereat for purposes of calculating a quorum 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 Subject Securities: (i) in favor of each of the Parent Shareholder Approval Matters Transaction Proposals and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII Section 8.1(c), Section 8.1(f), or Section 8.2 of the Merger 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. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares Common Stock in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares Common Stock or subject any of its Parent Ordinary Shares Common Stock to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares Common Stock unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements Transaction Documents or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6October 13, 20212022, by and among the Sponsors Sponsor, Parent and Parent its directors and officers (the “Sponsor Letter”). (c) Each Sponsor Xxxxxxx agrees that, if Parent Xxxxxx seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional AgreementsTransaction Documents, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor its Affiliates (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At Hereafter until the earlier of (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 13.1 thereof (the earlier of clauses (a) and (b), the “Expiration Time”), at any meeting of the shareholders of ParentAcquiror, however 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 Parent Acquiror is sought, each Sponsor the Anchor shall (i) if a meeting is held, appear at each such meeting (in person or by proxy) or otherwise cause all of its Parent Ordinary SEDA Class A Shares (the “Anchor Class A Shares”) and Anchor SEDA Class B Shares to be counted as present thereat for purposes of calculating establishing a quorum and quorum, (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 the Anchor Class A Shares and Anchor SEDA Class B Shares and (iii) 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 Subject SecuritiesSEDA Warrants: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendmenteach Proposal; (ii) in favor of the Requisite SEDA Warrantholder Approval; (iii) against (or otherwise withhold written consent of, as applicable) any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than as contemplated by the Merger AgreementProposals); (iiiiv) against (or otherwise withhold written consent of, as applicable) any merger agreement or agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent Acquiror (other than the Merger Business Combination Agreement and the transactions contemplated thereby, including the Merger); (ivv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent Acquiror (other than in connection with the Merger Agreement and the transactions contemplated therebyProposals); and (vvi) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement Agreement, the Business Combination Agreement, or the Merger Agreement or any of the transactions contemplated hereby or therebyMerger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub Acquiror under the Merger Business Combination Agreement, (C) result in any of the conditions set forth in Article VIII 12 of the Merger 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 shares of, ParentAcquiror (other than in connection with the Merger and the Founder Shares Conversion). Each Sponsor The Anchor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor The Anchor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6October 28, 2021, by and among the Sponsors Sponsor, Acquiror, the Anchor and Parent the other parties thereto (the “Sponsor LetterLetter Agreement”), including without limitation the obligations of the Anchor pursuant to Section 3 therein to not redeem any SEDA Class A Shares or SEDA Class B Shares owned by the Anchor in connection with the transactions contemplated by the Business Combination Agreement. (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on From the date hereof and ending on until the Expiration Time, each Sponsor and unless expressly permitted pursuant to the terms of the Business Combination Agreement, the Anchor shall not modify or amend any Contract between or among such Sponsor the Anchor or any Affiliate of such Sponsor the Anchor (other than Parent or any of its SubsidiariesAcquiror), on the one hand, and Parent or any of Parent’s SubsidiariesAcquiror, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At Hereafter until the Expiration Time, at any meeting of the shareholders of ParentAcquiror, however 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 Parent Acquiror is sought, each the Sponsor shall (i) if a meeting is held, appear at each such meeting (in person or by proxy) or otherwise cause all of its Parent Ordinary SEDA Shares to be counted as present thereat for purposes of calculating establishing a quorum 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 Subject SecuritiesSEDA Shares and (iii) 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 SEDA Warrants: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendmenteach Proposal; (ii) in favor of the Requisite SEDA Warrantholder Approval; (iii) against (or otherwise withhold written consent of, as applicable) any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than as contemplated by the Merger AgreementProposals); (iiiiv) against (or otherwise withhold written consent of, as applicable) any merger agreement or agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent Acquiror (other than the Merger Business Combination Agreement and the transactions contemplated thereby, including the Merger); (ivv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent Acquiror (other than in connection with the Merger Agreement and the transactions contemplated therebyProposals); and (vvi) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement Sponsor Agreement, the Business Combination Agreement, or the Merger Agreement or any of the transactions contemplated hereby or therebyMerger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub Acquiror under the Merger Business Combination Agreement, (C) result in any of the conditions set forth in Article VIII 12 of the Merger 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 shares of, ParentAcquiror (other than in connection with the Merger and the Founder Shares Conversion). Each The Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each The Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6October 28, 2021, by and among the Sponsors Sponsor, Acquiror and Parent the other parties thereto (the “Sponsor LetterLetter Agreement”), including without limitation the obligations of the Sponsor pursuant to Section 3 therein to not redeem any SEDA Shares owned by the Sponsor in connection with the transactions contemplated by the Business Combination Agreement. (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on From the date hereof and ending on until the Expiration Time, each and unless expressly permitted pursuant to the terms of the Business Combination Agreement, the Sponsor shall not modify or amend any Contract between or among such the Sponsor or any Affiliate of such the Sponsor (other than Parent or any of its SubsidiariesAcquiror), on the one hand, and Parent or any of Parent’s SubsidiariesAcquiror, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting of the shareholders of Parent, however 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 Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares Common Stock to be counted as present thereat for purposes of calculating a quorum 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 Subject Securities: (i) in favor of each of the Parent Shareholder Approval Matters Transaction Proposals and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII Section 8.1(c), Section 8.1(f), or Section 8.2 of the Merger 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. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares Common Stock in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares Common Stock or subject any of its Parent Ordinary Shares Common Stock to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares Common Stock unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements Transaction Documents or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6October 13, 20212022, by and among the Sponsors Sponsor, Parent and Parent its directors and officers (the “Sponsor Letter”). (c) Each Sponsor Sxxxxxx agrees that, if Parent Pxxxxx seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional AgreementsTransaction Documents, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor its Affiliates (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting of the shareholders of ParentPurchaser, however 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 Parent Purchaser is sought, each Purchaser Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Purchaser 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 deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of each of the Parent Shareholder Approval Matters Transaction Proposals and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Business Combination Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent Purchaser (other than the Merger Business Combination Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent Purchaser (other than in connection with the Merger Business Combination Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Business Combination Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent Purchaser, or Purchaser Merger Sub under the Merger Business Combination Agreement, (C) result in any of the conditions set forth in Article VIII Section 6.1(a), Section 6.1(h), or Section 6.2 of the Merger 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, ParentPurchaser. Each Purchaser Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Purchaser Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Purchaser Ordinary Shares or subject any of its Parent Purchaser Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Purchaser Ordinary Shares unless specifically requested to do so by the Company Seller and Parent Purchaser in writing in connection with the Merger Business Combination Agreement, the Additional Agreements Ancillary Documents or the transactions contemplated thereby. (b) Each Purchaser Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6February 17, 20212023, by and among between, Kismet Sponsor Limited, the Sponsors and Parent predecessor of Purchaser Sponsor and, Kismet Acquisition Two Corp, the predecessor of Purchaser (the “Purchaser Sponsor Letter”). (c) Each Purchaser Sponsor agrees that, if Parent Purchaser seeks shareholder approval of the transactions contemplated by the Merger Business Combination Agreement or any Additional AgreementsAncillary Documents, such Purchaser Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Purchaser Sponsor shall not modify or amend any Contract between or among such Purchaser Sponsor or any Affiliate of such Sponsor its Affiliates (other than Parent Purchaser or any of its Subsidiaries), on the one hand, and Parent Purchaser or any of ParentPurchaser’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

Support Agreements. (a) At any meeting Concurrently with the execution and delivery of the shareholders Merger Agreement, on May 15, 2016, Xxxxxxx entered into a Support Agreement with each of ParentNanosphere’s directors and officers (the “Support Agreements”) pursuant to which each such person or entity agreed, however calledamong other things, to tender his, her or its Shares pursuant to the Offer. Each such person also agreed to vote his, her, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other its Shares: (i) for adoption and approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum Merger Agreement and (ii) vote (or cause to be voted), or execute the transactions and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; agreements contemplated thereby; (ii) against (approval of any proposal made in opposition to, or otherwise withhold written consent ofin competition with, as applicable) any Business Combination consummation of the Offer, the Merger or any proposal relating to a Business Combination (in each case, other than as transactions contemplated by the Merger Agreement); ; and (iii) against any of the following actions (or otherwise withhold written consent ofother than those actions that relate to the Offer, as applicablethe Merger and any other transactions contemplated by the Merger Agreement): (A) any merger agreement or merger, consolidation, business combination, sale of substantial assets, or reorganization of the Company or any of its subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding Table of Contents up of the Company or any of its subsidiaries, (D) any material change in the capitalization of the Company or any of its subsidiaries, or the corporate structure of the Company or any of its subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by Parent the Merger Agreement. The Support Agreements terminate upon the earliest of: (other than a) the termination of the Merger Agreement in accordance with its terms, and (b) the transactions contemplated thereby); (iv) against (or otherwise withhold entry without the prior written consent of, as applicable) of stockholder into any change in the business, management amendment or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or modification to the Merger Agreement or any waiver of any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub Company’s rights under the Merger Agreement, in each case, that results in (Ci) result a decrease in any of the conditions set forth Offer Price or Merger Consideration (each as defined in Article VIII of the Merger 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. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof hereof) or (ii) a change in the form of consideration to be paid in the Offer or in the form of Merger Consideration. As of the close of business on May 15, 2016, these stockholders collectively owned a number of Shares equal to approximately 3.8% of the issued and ending outstanding Shares and as of the close of business on June 1, 2016 collectively owned a number of Shares equal to approximately 1% of the Expiration Timeissued and outstanding Shares due to the issuance of additional Shares. The foregoing summary is qualified in its entirety by reference to the complete text of the form of Support Agreements, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries)which was filed as Exhibit 99.2 to Luminex’s Current Report on Form 8-K. on May 16, on the one hand2016, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated is incorporated herein by the Merger Agreementreference.

Support Agreements. (a) At Hereafter until the Expiration Time, at any meeting of the shareholders stockholders of ParentAcquiror, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders stockholders of Parent Acquiror is soughtsought (in each case, to the extent entitled to vote on or provide consent with respect to such matter), each Sponsor CPUH Holder shall (i) if a meeting is held, appear at each such meeting (in person or by proxy) or otherwise cause all of its Parent Ordinary Shares shares of CPUH Common Stock to be counted as present thereat for purposes of calculating establishing a quorum 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 Subject Securitiessuch shares of CPUH Common Stock: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendmenteach Required Transaction Proposal; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination CPUH Acquisition Proposal or any proposal relating to a Business Combination CPUH Acquisition Proposal (in each case, other than as contemplated by the Merger AgreementRequired Transaction Proposals); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent Acquiror (other than the Merger Business Combination Agreement and the transactions contemplated thereby, including the Mergers); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board Board of directors Directors of Parent Acquiror (other than in connection with the Merger Agreement and the transactions contemplated therebyRequired Transaction Proposals); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement Sponsor Agreement, the Business Combination Agreement, any Ancillary Document or the Merger Agreement or any of the transactions contemplated hereby or therebyMergers, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent Acquiror or either Merger Sub under the Merger AgreementBusiness Combination Agreement or any Ancillary Document, (C) result in any of the conditions set forth in Article VIII 6 of the Merger 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, ParentAcquiror (other than in connection with the CPUH Merger). Each Sponsor CPUH Holder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each The Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6February 4, 2021, by and among the Sponsors Sponsor, Acquiror and Parent the other parties thereto (the “Sponsor LetterVoting Letter Agreement”), including without limitation the obligations of the Sponsor pursuant to Section 1 therein to not redeem any shares of CPUH Common Stock owned by the Sponsor in connection with the transactions contemplated by the Business Combination Agreement. (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on From the date hereof and ending on until the Expiration Time, each and unless expressly permitted pursuant to the terms of the Business Combination Agreement, the Sponsor shall not modify or amend any Contract between or among such the Sponsor or any Affiliate of such the Sponsor (other than Parent Acquiror or any of its Subsidiaries), on the one hand, and Parent Acquiror or any of ParentAcquiror’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.