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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ agrees that, if Parent ▇▇▇▇▇▇ 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 Concurrently with the execution and delivery of the shareholders Merger Agreement, on May 15, 2016, ▇▇▇▇▇▇▇ 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 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 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 S▇▇▇▇▇▇ 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 time prior to the Expiration Time, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of Parent, however called, the Company (or at any adjournment or postponement thereof), or and in any other circumstance in which the vote, action by written consent or other approval of the shareholders of Parent the Company, such Company Shareholder shall, if a meeting is soughtheld, each Sponsor shall (i) appear at each such meeting the meeting, in person or by proxy, or otherwise cause all of its Parent Ordinary Subject Shares to be counted as present thereat for the purposes of calculating establishing a quorum quorum, and such Company Shareholders shall vote or provide consent (or cause to be voted or consented), in person or by proxy, with respect to all of its Subject Shares: (i) to approve and adopt each of the Company Shareholder Matters; (ii) vote to consent to any reserved matter under its articles or other constitutional documents of the Company; (iii) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or under any agreements between the Company and its shareholders, or otherwise sought with respect to the Business Combination Agreement or the Transactions or the other Company Shareholder Matters, to vote, consent or approve (or cause to be voted), consented or execute and deliver a written consent (or cause a written consent to be executed and deliveredapproved) covering, all of its such Company Shareholder’s Subject Securities: (i) Shares held at such time in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendmentthereof; (iiiv) against (or otherwise withhold written consent ofany Company Business Combination, as applicable) any Business Combination or any proposal relating to a Business Combination (in each casemerger, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or mergerscheme of arrangement, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent the Company and any issuance or acquisition of shares or other equity securities of the Company (other than than, in each case, pursuant to the Merger Business Combination Agreement or the other Transaction Agreements and the transactions contemplated therebyTransactions); (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 or would reasonably be expected to (Aa) in any material respect, impede, frustrate, hinder, interfere with, prevent or nullify any provision of this Agreement the timely consummation of, or the Merger Agreement or otherwise adversely affect, any of the transactions contemplated hereby or therebyTransactions, (Bb) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub the Company under the Merger AgreementBusiness Combination Agreement (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contain therein), (Cc) result in any of the conditions set forth in Article VIII IX of the Merger Business Combination Agreement not being fulfilled or (Dd) 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 the Company; and (vi) to revoke any proxies or powers of attorney heretofore given in respect of the Subject Shares that it shall not commit or agree to take any action inconsistent may still be in effect and which conflict with the foregoing, and shall not deposit any terms 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 this 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 at the Expiration Time, each Sponsor Company Shareholder hereby agrees that it shall not modify take any action or amend omission, or commit or agree to take any Contract between action or among omission inconsistent with the foregoing. Solely to the extent that such Sponsor or Company Shareholder fails to take any Affiliate of the actions set forth in this Section 1.4, each Company Shareholder hereby unconditionally and irrevocably (for a period of one year commencing on the date hereof) grants to, and appoints, the Company and any individual designated in writing by the Company, and each of them individually, as such Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Sponsor Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares, in a manner consistent with Section 1.4(i) through (other than Parent or any v). Such Company Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Company Shareholder’s execution and delivery of its Subsidiaries), on this Agreement. Such Company Shareholder hereby affirms that the one handirrevocable proxy and power of attorney set forth in this Section 1.4 are given in connection with the execution of the Business Combination Agreement, and Parent that such irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or any cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF JERSEY LAW (INCLUDING BUT NOT LIMITED TO THE POWERS OF ATTORNEY (JERSEY) LAW 1995). The irrevocable proxy and power of Parent’s Subsidiaries, on attorney granted hereunder shall automatically terminate upon the other hand, except for earlier of one year following the amendment date hereof or the termination of the Investment Management Trust Agreement as contemplated by the Merger this 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 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 S▇▇▇▇▇▇ agrees that, if Parent P▇▇▇▇▇ 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 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 S▇▇▇▇▇▇ 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 time prior to the Expiration Time, Sponsor hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of ParentSPAC, 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 SPAC is sought, each Sponsor shall shall, solely in its capacity as a record owner of common stock of SPAC, (ia) appear at each such meeting or otherwise cause all of its Parent Ordinary SPAC Shares to be counted as present thereat for purposes of calculating a quorum and (iib) 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 SecuritiesSPAC Shares: (i) in favor of each of the Parent SPAC Shareholder Approval Matters and in favor of any proposal in respect of an Extension AmendmentMatters; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a SPAC Business Combination (in each case, other than as contemplated by the Merger AgreementSPAC Shareholder Matters); (iii) against (or otherwise withhold written consent ofany business combination agreement, as applicable) any merger agreement or mergermerger (other than the Business Combination Agreement and the Mergers), 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)SPAC; (iv) against (any material change in the business of SPAC or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent SPAC (other than than, in connection with each case, pursuant to the Merger Business Combination Agreement or the other Transaction Agreements and the transactions contemplated therebyTransactions); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would or would reasonably be expected to (Aa) in any material respect, impede, frustrate, hinder, interfere with, prevent or nullify any provision of this Agreement the timely consummation of, or the Merger Agreement or otherwise adversely affect, any of the transactions contemplated hereby or therebyTransactions, (Bb) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub SPAC under the Merger AgreementBusiness Combination Agreement (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contain therein), (Cc) result in any of the conditions set forth in Article VIII IX of the Merger Business Combination Agreement not being fulfilled or (Dd) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, ParentSPAC. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. In furtherance of, and without limiting the generality of, the foregoing, Sponsor hereby further agrees not to exercise any right to redeem any SPAC Shares for a pro rata portion of the Trust Account. The obligations of Sponsor hereunder shall apply whether or not deposit the SPAC Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the SPAC Shareholder Matters and whether or not the SPAC Board or other governing body or any committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the SPAC Recommendation to its Parent Ordinary Shares shareholders. Solely to the extent that Sponsor fails to take any of the actions set forth in this Section 1.4, Sponsor hereby unconditionally and irrevocably (for a period of one year commencing on the date hereof) grants to, and appoints, the Company and any individual designated in writing by the Company, and each of them individually, as Sponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Sponsor, to vote the Subject Securities, or grant a written consent or approval in respect of the Subject Securities, in a voting trust, grant any manner consistent with Section 1.4(i) through (iv). Sponsor understands and acknowledges that the Company and SPAC are entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. Sponsor hereby affirms that the irrevocable proxy or and 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 set forth in writing this Section 1.4 are given in connection with the Merger execution of the Business Combination Agreement, and that such irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all earlier 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 one year following the date hereof and ending on or the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate termination 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 this Agreement.

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.