Common use of Voting Obligations Clause in Contracts

Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party under the Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph 1 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board Recommendation.

Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, Meeting or at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco Trebia (whether annual or special and whether or not an adjourned or postponed meeting, however called called, and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco Trebia and in connection with any similar vote or consent of the holders of Private Placement Warrants Trebia Warrants, in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when any such meeting is held, appear at such meeting or otherwise cause the such Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide such consent) in favor of each Proposal the Trebia Shareholder Matters and any other matters necessary or reasonably necessary requested by S1 Holdco for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent)Transactions; and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that is intended, or would reasonably be expected expected, to (i) impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or Transactions, (ii) result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party Trebia under the BCA or any other Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor AgreementAgreement or (iii) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Trebia, other than, in each case, pursuant to the Trebia Shareholder Matters. The obligations of the Sponsor Persons in pursuant to this Paragraph 1 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) or other governing body of Trebia, or any committee, subcommittee or subgroup thereof thereof, recommends the Trebia Shareholder Matters or any other matters necessary or advisable for consummation of the Proposals Transactions, and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Trebia Board Recommendation.

Voting Obligations. 5.1. During the Interim Voting Period, each Sponsor Person, in its capacity Purchaser shall take such action as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at may be required so that all Voting Shares Beneficially Owned by any other meeting member of the shareholders Purchaser Control Group (and shall use all reasonable efforts to cause any Voting Shares held by any Affiliate of Purchaser or, following that is not a member of the Purchaser Merger, New Pubco (whether annual Control Group or special and whether any 13D Group of which Purchaser or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders Affiliate of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote is a party) are voted for or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), cast or cause to be voted at or cast in the same manner as recommended by the Board of Directors of the Company, and if no such meeting (recommendation is made then in the same manner and proportion as the votes cast by the holders of the Voting Shares other than Purchaser or any Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party. 5.2. During the Voting Period, Purchaser, as the holder of Voting Shares, shall be present, in person or by proxy and shall cause such consent all members of the Purchaser Control Group Beneficially Owning Voting Shares to be duly so present, and promptly executed and delivered with respect to), all shall use reasonable efforts to cause any of such Sponsor Person’s Covered Shares owned as its Affiliates that is not a member of the record date for determining holders entitled to vote at such meeting (Purchaser Control Group and all 13D Groups of which it or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation member of the Transactions (including the Warrant Exchange, to the extent it Purchaser Control Group or Affiliates is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause party Beneficially Owning Voting Shares to be voted so present, at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all meetings of such Sponsor Person’s Covered shareholders of the Company so that all Voting Shares against any Business Combination Proposal (as defined below) and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affectBeneficially Owned by it, any of its Affiliates, any 13D Groups of which it or any of its Affiliates is a party and all members of the Transactions Purchaser Control Group will be counted for purposes of determining the present of a quorum at such meetings. 5.3. During the Voting Period, Purchaser agrees not to exercise and to cause all members of the Purchaser Control Group not to exercise and to use all reasonable efforts to cause any Affiliate of Purchaser that is not a member of the Purchaser Control Group and any 13D Group of which Purchaser or result any Affiliate of Purchaser is a party not to exercise dissenter’s rights, if any, that it may have with respect to Ordinary Shares under applicable law in a material breach of connection with any representationmerger, warranty, covenant consolidation or other obligation reorganization or agreement plan of any Purchaser-Side Party under arrangement which is approved by the Transaction Agreement or result in a material breach Company’s Board of any representationDirectors, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations regardless of the Sponsor Persons manner in this Paragraph 1 shall apply whether which Purchaser or not any member of the board of directors Purchaser Control Group or any Affiliate of Purchaser (or, following that is not a member of the Purchaser Merger, New Pubco) or other governing body Control Group or any committee13D Group of which Purchaser or any Affiliate of Purchaser is a party, subcommittee voted or subgroup thereof recommends any of the Proposals and whether or not cast Ordinary Shares Beneficially Owned by Purchaser with respect to such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board Recommendationtransaction.

Voting Obligations. During the period beginning on the date hereof and ending on the earliest to occur of (x) the Effective Time, and (y) such date and time as the Business Combination Agreement shall have been terminated validly in accordance with its terms (such period, the “Interim Period”), each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco AAC (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco AAC and in connection with any similar vote or consent of the holders of Private Placement Warrants Founder AAC Warrants, in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal the AAC Shareholder Matters and any other matters reasonably necessary or advisable for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consentMerger); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) other than a Business Combination Proposal with the Company, its equityholders and their respective Affiliates and Representatives, and any other action that is intended, or would reasonably be expected expected, to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side AAC Party under the Transaction Business Combination Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph 1 shall apply whether or not the board of directors of Purchaser AAC (or, following the Purchaser MergerTransactions, New Pubcothe Company) or other governing body or any committee, subcommittee or subgroup thereof recommends the AAC Shareholder Matters or any other matters necessary or advisable for consummation of the Proposals Transactions and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser AAC Board Recommendation.

Voting Obligations. During the Interim Period, each Sponsor Personthe Sponsor, in its capacity as a holder of Covered SharesBuyer Class B Common Stock, agrees irrevocably and unconditionally that, at the Special Meeting, Meeting or at any other meeting of the shareholders stockholders of Purchaser or, following the Purchaser Merger, New Pubco Buyer (whether annual or special and whether or not an adjourned or postponed meeting, however called called, and including any adjournment or postponement thereof), ) and in connection with any written consent of shareholders stockholders of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person Buyer it shall, and shall cause any other holder of record of any of such the Sponsor Person’s Covered Shares to: (a) a. when any such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such the Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide such consent) in favor of each Proposal of the Buyer Stockholder Matters and the Extension Proposals, if applicable, and any other matters necessary or reasonably necessary requested by Xxxxx for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent)Transactions; and (c) c. vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such the Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action proposal that would reasonably be expected to (i) impede, interfere interfere, frustrate, prevent with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or Transactions, (ii) result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party Buyer under the Merger Agreement or any other Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such the Sponsor Person under this Sponsor AgreementLetter Agreement or (iii) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Buyer, other than, in each case, pursuant to the Merger Agreement or the Buyer Stockholder Matters. The obligations of the Sponsor Persons in pursuant to this Paragraph 1 Section 2 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) or other governing body of Buyer, or any committee, subcommittee or subgroup thereof thereof, recommends any each of the Proposals Buyer Stockholder Matters and the Extension Proposals, if applicable, or any other matters necessary or advisable for consummation of the Transactions, and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Buyer Board Transaction Recommendation or the Buyer Board Extension Recommendation, if applicable.

Voting Obligations. During 4.1 From the date hereof until the earlier of (i) the Closing and (ii) termination of the BCA in accordance with Article IX thereof (such period, the “Interim Period”), each Sponsor Personsuch SPAC Holder, in his, her or its capacity as a holder of Covered Ordinary Shares, severally and not jointly, agrees irrevocably irrevocably, for so long as this this Agreement has not been terminated in accordance with its terms, and unconditionally that, at the Special each SPAC Shareholders’ Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC Shareholders (whether annual annual, general, special or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent or written resolution of shareholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC Shareholders and in connection with any similar vote or consent of the holders of Private Placement SPAC Warrants in their capacities as such, including in each of the SPAC Proposals, such Sponsor Person SPAC Holder shall, and shall cause any other holder of record of any of such Sponsor PersonSPAC Holder’s Covered Ordinary Shares to: (a) 4.1.1 when such meeting is held, appear at such meeting or otherwise cause the Sponsor PersonSPAC Holder’s Covered Ordinary Shares to be counted as present thereat for the purpose of establishing a quorum; (b) 4.1.2 vote (or duly and promptly execute and deliver an action by written consentconsent or written resolution), or cause to be voted at such meeting (or cause such consent or resolution to be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s Ordinary Shares he, she or it is entitled to vote at the SPAC Shareholders’ Meeting in favor of each SPAC Proposal and any other matters reasonably necessary for consummation of the Transactions; and 4.1.3 vote (or duly and promptly execute and deliver an action by written consent or written resolution), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSPAC Holder’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Ordinary Shares against any Business Combination Proposal (as defined below) Competing SPAC Transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party SPAC, under the Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. BCA. 4.2 The obligations of the Sponsor Persons SPAC Holders in this Paragraph 1 Section 4 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) SPAC Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board RecommendationSPAC Board’s recommendation to its stockholders.

Voting Obligations. During The Sponsor, by this Agreement, with respect to the Interim PeriodSponsor SPAC Shares (together with any other equity securities of SPAC that Sponsor acquires record or beneficial ownership of after the date hereof and prior to the Closing, each other than the shares of Ithax Common Stock acquired by the Sponsor Personpursuant to the Private Placements, in its capacity as collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or cause to be voted) or execute and deliver a holder of Covered Shares, agrees irrevocably written consent (or cause a written consent to be executed and unconditionally that, at the Special Meetingdelivered), at any other meeting of shareholders of SPAC, including the Ithax Shareholders’ Meeting, however called, or any adjournment thereof, and in any action by written consent of the shareholders of Purchaser orSPAC, following or in any other circumstance in which the Purchaser Mergervote, New Pubco consent or other approval of the shareholders of SPAC is sought (whether annual or special and whether or not an adjourned or postponed appear at any such meeting, however called and including any adjournment in person or postponement thereof)by proxy, in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Personall of such holder’s Covered Shares Subject SPAC Equity Securities to be counted as present thereat for the purpose purposes of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such the Subject SPAC Equity Securities held by the Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting time (or the record date for determining holders entitled to provide consenta) in favor of each Proposal the approval and any other matters reasonably necessary for consummation adoption of the BCA and the approval of the Transactions and the other Ithax Proposals and (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent); and (cb) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action action, agreement or transaction or proposal that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of any Purchaser-Side Party SPAC, Merger Sub I or Merger Sub II under the Transaction Agreement BCA or that would reasonably be expected to result in a material breach the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any representationof its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, warrantycovenants, covenant and agreements set forth in that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the “Voting Letter Agreement”), (v) not to modify or other obligation amend any agreement, contract or agreement arrangement between or among Sponsor and any Affiliate of such Sponsor Person under this Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. The obligations Sponsor acknowledges receipt and review of a copy of the Sponsor Persons in BCA and this Paragraph 1 shall apply whether or not Agreement and has had the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Proposals opportunity to consult with its tax and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board Recommendationlegal advisors.

Voting Obligations. During From the date hereof until the earlier of (i) the Closing or (ii) termination of the BCA in accordance with Article X thereof (such period, the “Interim Period”), each Sponsor Personsuch SPAC Holder, in his, her or its capacity as a holder of Covered Founder Shares, severally and not jointly, agrees irrevocably and unconditionally that, at the Special each SPAC Shareholders’ Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC Shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC Shareholders and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, including in each of the SPAC Proposals, such Sponsor Person SPAC Holder shall, and shall cause any other holder of record of any of such Sponsor PersonSPAC Holder’s Covered Founder Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor PersonSPAC Holder’s Covered Founder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSPAC Holder’s Covered Founder Shares owned as of the record date for determining holders he, she or it is entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) SPAC Shareholders’ Meeting in favor of each SPAC Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent)Transactions; and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSPAC Holder’s Covered Founder Shares against any Business Combination Proposal (as defined below) Competing SPAC Transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party SPAC, under the Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor AgreementBCA. The obligations of the Sponsor Persons SPAC Holders in this Paragraph 1 Section 4 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) SPAC Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board RecommendationSPAC Board’s recommendation to its stockholders.

Voting Obligations. During The Sponsor, by this Agreement, with respect to the Interim PeriodSponsor SPAC Shares (together with any other equity securities of SPAC that Sponsor acquires record or beneficial ownership of after the date hereof and prior to the Closing, each other than the shares of Ithax Common Stock acquired by the Sponsor Personpursuant to the Private Placements, in its capacity as collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or cause to be voted) or execute and deliver a holder of Covered Shares, agrees irrevocably written consent (or cause a written consent to be executed and unconditionally that, at the Special Meetingdelivered), at any other meeting of shareholders of SPAC, including the Ithax Shareholders’ Meeting, however called, or any adjournment thereof, and in any action by written consent of the shareholders of Purchaser orSPAC, following or in any other circumstance in which the Purchaser Mergervote, New Pubco consent or other approval of the shareholders of SPAC is sought (whether annual or special and whether or not an adjourned or postponed appear at any such meeting, however called and including any adjournment in person or postponement thereof)by proxy, in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Personall of such holder’s Covered Shares Subject SPAC Equity Securities to be counted as present thereat for the purpose purposes of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such the Subject SPAC Equity Securities held by the Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting time (or the record date for determining holders entitled to provide consenta) in favor of each Proposal the approval and any other matters reasonably necessary for consummation adoption of the BCA and the approval of the Transactions and the other Ithax Proposals and (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent); and (cb) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action action, agreement or transaction or proposal that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of any Purchaser-Side Party SPAC, Merger Sub I or Merger Sub II under the Transaction Agreement BCA or that would reasonably be expected to result in a material breach the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any representationof its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, warrantycovenants, covenant and agreements set forth in that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the “Voting Letter Agreement”), (v) not to modify or other obligation amend any agreement, contract or agreement arrangement between or among Sponsor and any Affiliate of such Sponsor Person under this Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. The obligations Sponsor acknowledges receipt and review of a copy of the Sponsor Persons in BCA and this Paragraph 1 shall apply whether or not Agreement and has had the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Proposals opportunity to consult with its tax and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board Recommendation.legal advisors. ​ ​ ​ ​ ​

Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders of Purchaser VOSO or, following the Purchaser MergerTransactions, New Pubco the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser VOSO or, following the Purchaser MergerTransactions, New Pubco the Company, and in connection with any similar vote or consent of the holders of Private Placement Warrants Sponsor VOSO Warrants, in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal the VOSO Stockholder Matters and any other matters reasonably necessary or advisable for consummation of the Transactions (including the VOSO Warrant ExchangeRecapitalization, to the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that is intended, or would reasonably be expected expected, to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party VOSO under the Transaction Merger Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph Section 1 shall apply whether or not the board of directors of Purchaser VOSO (or, following the Purchaser MergerTransactions, New Pubcothe Company) or other governing body or any committee, subcommittee or subgroup thereof recommends the VOSO Stockholder Matters or any other matters necessary or advisable for consummation of the Proposals Transactions and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser VOSO Board Recommendation.

Voting Obligations. During Commencing on the Interim Periodeffectiveness of the BCA and until the earlier of (a) the Closing or (b) the termination of the BCA in accordance with its terms, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders stockholders of Purchaser or, following the Purchaser Merger, New Pubco (whether annual or special and whether or not an adjourned or postponed meetingParent, however called and including called, or at any adjournment thereof, or postponement thereof)in any other circumstance that the vote, in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote or consent other approval of the holders stockholders of Private Placement Warrants in their capacities as suchParent is sought, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (ai) when such meeting is held, appear at such meeting or otherwise cause all of the Sponsor Person’s Covered Parent Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum and (bii) vote or cause to be voted (or duly and promptly execute and deliver an action by written consent)deliver, or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered, an action by written consent which written consent shall be delivered with respect topromptly, and in any event within twenty four (24) hours, after Parent requests such delivery), all of such the Sponsor Person’s Covered Parent Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consentA) in favor of each Proposal the approval and any other matters reasonably necessary for consummation adoption of the Transactions Parent Proposals and (including B) against any (x) proposal that would result in a change in the Warrant Exchangebusiness, to management or Parent Board (other than in connection with the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action Parent Proposals as contemplated by written consentthe BCA), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any y) Business Combination Proposal or proposal relating to a Business Combination Proposal, and (as defined belowz) and any other proposal, action or agreement that would reasonably be expected to (I) impede, interfere with frustrate, prevent or materially delay nullify any provision of this Agreement, the BCA or postpone the consummation ofTransactions, or otherwise adversely affect, any of the Transactions or (II) result in a material breach in any respect of any covenant, representation, warranty, covenant warranty or any other obligation or agreement of any Purchaser-Side Party Parent or the Merger Sub under the Transaction Agreement or BCA, (III) result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph 1 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Proposals and whether conditions set forth in Article VIII of the BCA not being fulfilled or not such board (IV) change in any manner the dividend policy or capitalization of, including the voting or other governing bodyrights of any class of capital stock of, committee, subcommittee Parent. Sponsor shall not commit or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes agree to change, withdraw, withhold, qualify or modify, take any action inconsistent with the Purchaser Board Recommendationforegoing.

Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders of Purchaser FTAC or, following the Purchaser MergerTransactions, New Pubco the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser FTAC or, following the Purchaser MergerTransactions, New Pubco the Company and in connection with any similar vote or consent of the holders of Private Placement Warrants Founder FTAC Warrants, in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal the FTAC Stockholder Matters and any other matters reasonably necessary or advisable for consummation of the Transactions (including the Warrant ExchangeContribution, to the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that is intended, or would reasonably be expected expected, to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party FTAC under the Transaction Merger Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph 1 shall apply whether or not the board of directors of Purchaser FTAC (or, following the Purchaser MergerTransactions, New Pubcothe Company) or other governing body or any committee, subcommittee or subgroup thereof recommends the FTAC Stockholder Matters or any other matters necessary or advisable for consummation of the Proposals Transactions and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser FTAC Board Recommendation.

Voting Obligations. During Commencing on the effectiveness of the BCA and until the earlier of (i) the Closing or (ii) termination of the BCA in accordance with Article XI thereof (such period, the “Interim Period”), each Sponsor Personthe Sponsor, in its capacity as a holder of Covered Acquiror Ordinary Shares, agrees irrevocably and unconditionally that, at the Special Extraordinary General Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco Acquiror Shareholders (whether annual or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco Acquiror Shareholders and in connection with any similar vote or consent of the holders of Private Placement Acquiror Warrants in their capacities as such, such the Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Personthe Sponsor’s Covered Acquiror Ordinary Shares to: (a) a. when such meeting is held, appear at such meeting or otherwise cause the Sponsor PersonSponsor’s Covered Acquiror Ordinary Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Personthe Sponsor’s Covered Acquiror Ordinary Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent)Transactions; and (c) c. vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSponsor’s Covered Acquiror Ordinary Shares against any Business Combination Proposal (as defined below) competing transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party Acquiror, under the Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. BCA. d. The obligations of the Sponsor Persons in this Paragraph Section 1 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) Acquiror Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board RecommendationAcquiror Board’s recommendation to its shareholders.

Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders of Purchaser FTAC or, following the Purchaser MergerTransactions, New Pubco the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser FTAC or, following the Purchaser MergerTransactions, New Pubco the Company and in connection with any similar vote or consent of the holders of Private Placement Warrants Founder FTAC Warrants, in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal the FTAC Stockholder Matters and any other matters reasonably necessary or advisable for consummation of the Transactions (including the Tempo Merger, the FTAC Founder Warrant ExchangeTransfer, the FTAC Merger and the Founder LLC Contribution, in each case to the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that is intended, or would reasonably be expected expected, to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side FTAC Party under the Transaction Business Combination Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph 1 shall apply whether or not the board of directors of Purchaser FTAC (or, following the Purchaser MergerTransactions, New Pubcothe Company) or other governing body or any committee, subcommittee or subgroup thereof recommends the FTAC Stockholder Matters or any other matters necessary or advisable for consummation of the Proposals Transactions and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser FTAC Board Recommendation.

Voting Obligations. During 2.1 From the date hereof until the earlier of (i) the Closing and (ii) termination of the BCA in accordance with Article IX thereof (such period, the “Interim Period”), each Sponsor Personsuch SPAC Holder, in his, her or its capacity as a holder of Covered Common Shares, severally and not jointly, agrees irrevocably irrevocably, for so long as this Agreement has not been terminated in accordance with its terms, and unconditionally that, at the Special each Future Health Stockholders’ Meeting, at any other meeting of the shareholders stockholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC (whether annual annual, general, special or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent or written resolution of shareholders the stockholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC and in connection with any similar vote or consent of the holders of Private Placement SPAC Warrants in their capacities as such, including in each of the Future Health Proposals, such Sponsor Person SPAC Holder shall, and shall cause any other holder of record of any of such Sponsor PersonSPAC Holder’s Covered Common Shares to: (a) 2.1.1 when such meeting is held, appear at such meeting or otherwise cause the Sponsor Personall of such SPAC Holder’s Covered Common Shares to be counted as present thereat for the purpose of establishing a quorum; (b) 2.1.2 vote (or duly and promptly execute and deliver an action by written consentconsent or written resolution), or cause to be voted at such meeting (or cause such consent or resolution to be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s Common Shares he, she or it is entitled to vote at the Future Health Stockholders’ Meeting in favor of each Future Health Proposal and any other matters reasonably necessary for consummation of the Transactions; and 2.1.3 vote (or duly and promptly execute and deliver an action by written consent or written resolution), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSPAC Holder’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Common Shares against any Future Health Business Combination Proposal (as defined below) and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party SPAC, under the Transaction Agreement BCA or result in a material breach of cause any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. condition thereunder not to be fulfilled. 2.2 The obligations of the Sponsor Persons SPAC Holders in this Paragraph 1 Section 2 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) Future Health Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the Future Health Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board RecommendationFuture Health Board’s recommendation to its stockholders.

Voting Obligations. 3.1. During the Interim Voting Period, each Sponsor Person, in its capacity Purchaser shall take such action as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at may be required so that all Voting Shares Beneficially Owned by Purchaser or any other meeting member of the shareholders Purchaser Control Group (and shall use all reasonable efforts to cause any Voting Shares held by any Affiliate of Purchaser or, following that is not a member of the Purchaser Merger, New Pubco (whether annual Control Group or special and whether any 13D Group of which Purchaser or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders Affiliate of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote is a party) are voted for or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), cast or cause to be voted at or cast in the same manner as recommended by the Board of Directors of the Company, and if no such meeting (recommendation is made then in the same manner and proportion as the votes cast by the holders of the Voting Shares other than Purchaser or any Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party. 3.2. During the Voting Period, Purchaser, as the holder of Voting Shares, shall be present, in person or by proxy and shall cause such consent any member of the Purchaser Control Group Beneficially Owning Voting Shares to be duly so present and promptly executed and delivered with respect to), all shall use reasonable efforts to cause any of such Sponsor Person’s Covered Shares owned as its Affiliates that is not a member of the record date for determining holders entitled to vote at such meeting (Purchaser Control Group and all 13D Groups of which it or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation member of the Transactions (including the Warrant Exchange, to the extent it Purchaser Control Group or Affiliates is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause party Beneficially Owning Voting Shares to be voted so present, at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all meetings of such Sponsor Person’s Covered shareholders of the Company so that all Voting Shares against any Business Combination Proposal (as defined below) and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affectBeneficially Owned by it, any of its Affiliates, any 13D Groups of which it or any of its Affiliates is a party and any all members of the Transactions Purchaser Control Group will be counted for purposes of determining the present of a quorum at such meetings. 3.3. During the Voting Period, Purchaser agrees not to exercise and to cause all member of the Purchaser Control Group not to exercise and to use all reasonable efforts to cause any Affiliate of Purchaser that is not a member of the Purchaser Control Group and any 13D Group of which Purchaser or result any Affiliate of Purchaser is a party not to exercise dissenter’s rights, if any, that it may have with respect to Ordinary Shares under applicable law in a material breach of connection with any representationmerger, warranty, covenant consolidation or other obligation reorganization or agreement plan of any Purchaser-Side Party under arrangement which is approved by the Transaction Agreement or result in a material breach Company’s Board of any representationDirectors, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations regardless of the Sponsor Persons manner in this Paragraph 1 shall apply whether which Purchaser or not any member of the board of directors Purchaser Control Group or any Affiliate of Purchaser (or, following that is not a member of the Purchaser Merger, New Pubco) or other governing body Control Group or any committee13D Group of which Purchaser or any Affiliate of Purchaser is a party, subcommittee voted or subgroup thereof recommends any of the Proposals and whether or not cast Ordinary Shares Beneficially Owned by Purchaser with respect to such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board Recommendationtransaction.

Voting Obligations. 5.1. During the Interim Voting Period, each Sponsor Person, in its capacity Purchaser shall take such action as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at may be required so that all Voting Shares Beneficially Owned by any other meeting member of the shareholders Purchaser Control Group (and shall use all reasonable efforts to cause any Voting Shares held by any Affiliate of Purchaser or, following that is not a member of the Purchaser Merger, New Pubco (whether annual Control Group or special and whether any 13D Group of which Purchaser or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders Affiliate of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote is a party) are voted for or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), cast or cause to be voted at or cast in the same manner as recommended by the Board of Directors of the Company, and if no such meeting (recommendation is made then in the same manner and proportion as the votes cast by the holders of the Voting Shares other than Purchaser or any Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party. 5.2. During the Voting Period, Purchaser, as the holder of Voting Shares, shall be present, in person or by proxy and shall cause such consent all members of the Purchaser Control Group Beneficially Owning Voting Shares to be duly so present, and promptly executed and delivered with respect to), all shall use reasonable efforts to cause any of such Sponsor Person’s Covered Shares owned as its Affiliates that is not a member of the record date for determining holders entitled to vote at such meeting (Purchaser Control Group and all 13D Groups of which it or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation member of the Transactions (including the Warrant Exchange, to the extent it Purchaser Control Group or Affiliates is put to a vote or a request for written consent); and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause party Beneficially Owning Voting Shares to be voted so present, at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all meetings of such Sponsor Person’s Covered shareholders of the Company so that all Voting Shares against any Business Combination Proposal (as defined below) and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affectBeneficially Owned by it, any of its Affiliates, any 13D Groups of which it or any of its Affiliates is a party and all members of the Transactions Purchaser Control Group will be counted for purposes of determining the present of a quorum at such meetings. 5.3. During the Voting Period, Purchaser agrees not to exercise and to cause all members of the Purchaser Control Group not to exercise and to use all reasonable efforts to cause any Affiliate of Purchaser that is not a member of the Purchaser Control Group and any 13D Group of which Purchaser or result any Affiliate of Purchaser is a party not to exercise dissenter's rights, if any, that it may have with respect to Ordinary Shares under applicable law in a material breach of connection with any representationmerger, warranty, covenant consolidation or other obligation reorganization or agreement plan of any Purchaser-Side Party under arrangement which is approved by the Transaction Agreement or result in a material breach Company's Board of any representationDirectors, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations regardless of the Sponsor Persons manner in this Paragraph 1 shall apply whether which Purchaser or not any member of the board of directors Purchaser Control Group or any Affiliate of Purchaser (or, following that is not a member of the Purchaser Merger, New Pubco) or other governing body Control Group or any committee13D Group of which Purchaser or any Affiliate of Purchaser is a party, subcommittee voted or subgroup thereof recommends any of the Proposals and whether or not cast Ordinary Shares Beneficially Owned by Purchaser with respect to such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board Recommendationtransaction.

Voting Obligations. During Commencing on the effectiveness of the BCA and until the earlier of (i) the Closing or (ii) termination of the BCA in accordance with Article X thereof (such period, the “Interim Period”), each Sponsor Personsuch SPAC Holder, in its capacity as a holder of Covered Founder Shares, severally and not jointly, agrees irrevocably and unconditionally that, at the Special SPAC Stockholders’ Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC Stockholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco SPAC Stockholders and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person SPAC Holder shall, and shall cause any other holder of record of any of such Sponsor PersonSPAC Holder’s Covered Founder Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor PersonSPAC Holder’s Covered Founder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSPAC Holder’s Covered Founder Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each SPAC Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent)Transactions; and (c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor PersonSPAC Holder’s Covered Founder Shares against any Business Combination Proposal (as defined below) Competing SPAC Transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party SPAC, under the Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor AgreementBCA. The obligations of the Sponsor Persons SPAC Holders in this Paragraph Section 1 shall apply whether or not the board of directors of Purchaser (or, following the Purchaser Merger, New Pubco) SPAC Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the Purchaser Board RecommendationSPAC Board’s recommendation to its stockholders.