Transaction Support Agreement Sample Contracts

RECITALS
Transaction Support Agreement • July 29th, 2005 • Triarc Companies Inc • Retail-eating & drinking places • New York
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FORM OF TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels • Delaware

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and 166 2nd LLC, a Delaware limited liability company (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • January 25th, 2021 • Jaws Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 11, 2020, by and between Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), and Cano America, LLC, a Florida limited liability company (the “Supporting Seller Unitholder”). Each of JAWS and the Supporting Seller Unitholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

THIRD AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services

This THIRD AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 21, 2023, by and among Digital Health Acquisition Corp., a Delaware corporation (“Digital Health”), Milton Chen (“Chen”), Dr. Imoigele Aisiku (“Aisiku”), and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of Digital Health, Chen, Aisiku and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

EX-10.1 2 felp-ex101_15.htm EX-10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • New York

This TRANSACTION SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of May 17, 2016 by and among (i) Foresight Energy GP LLC, a Delaware limited liability company (“FEGP”), (ii) Foresight Energy LLC, a Delaware limited liability company, and Foresight Energy Finance Corporation, a Delaware corporation (collectively, the “Issuers”), certain subsidiaries of the Issuers, and Foresight Energy LP, a Delaware limited partnership (“FELP” and together with the Issuers, and their subsidiaries, the “Partnership”), (iii) each of the undersigned holders (or investment managers or advisors for any of the holders) of the Notes (as defined below) (together with their successors and permitted assigns, each, a “Consenting Noteholder” and, collectively, the “Consenting Noteholders”). The Partnership, FEGP and the Consenting Not

EX-99.15 5 d370631dex9915.htm AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • Delaware

This Amended and Restated Transaction Support Agreement (this “Agreement”), dated June 19, 2012, is by and among Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Co-Investors) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., and Insight Venture Partners Coinvestment Fund II, L.P. (collectively, “Insight”), Vector Capital IV, L.P., (“Vector” and together with Insight, the “Sponsors”), Vincent Smith (“VS”) and the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2, and the Vincent C. Smith Annuity Trust 2011-1 and Teach A Man to Fish Foundation (collectively with VS, the “VS Parties”), Expedition Holding Company, Inc. (“Parent”), and Expedition Merger Sub, Inc. (“Merger Sub”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).

AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • January 4th, 2021 • Peabody Energy Corp • Bituminous coal & lignite surface mining • New York

This Amended and Restated Transaction Support Agreement (together with the exhibits and schedules attached hereto, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of December 2431, 2020, is entered into by and among:

AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • January 10th, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York

This AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (as it may be amended, supplemented or otherwise modified as provided herein, this “Agreement”), initially dated as of December 5, 2022 and amended and restated as of January 9, 2023, is entered into among:

EX-10.1 2 d202410dex101.htm EX-10.1 TRANSACTION SUPPORT AGREEMENT June 13, 2016
Transaction Support Agreement • May 5th, 2020 • New York

This TRANSACTION SUPPORT AGREEMENT (together with all exhibits, annexes and schedules attached hereto, including but not limited to the Exchange Offer Term Sheet attached hereto as Exhibit B (the “Term Sheet”), each as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and among (i) Toys “R” Us, Inc. (the “Company”, and together with ExchangeCo (as defined below) upon it becoming a party hereto pursuant to Section 7 hereof, the “Company Parties”) and (ii) the undersigned holders (including beneficial owners or investment managers of beneficial owners) of Existing 2017 Notes (as defined herein) and/or of Existing 2018 Notes (as defined herein) (together with any Joining Party (as defined herein) pursuant to Section 20 hereof, the “Support Parties”). Each of the Company Parties and the Support Parties shall be referred to as a “Party” and, collectively, as the “Parties”.

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • November 9th, 2020 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York

This AGREEMENT AND PLAN OF MERGER, dated as of November 9, 2020 (this “Agreement”), is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (“Parent”), Boron Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and HighPoint Resources Corporation, a Delaware corporation (the “Company”).

EX-10.1 2 felp-ex101_44.htm EX-10.1 FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • New York

First Amendment, dated as of July 15, 2016 (this “Amendment”), to that certain Transaction Support Agreement made and entered into as of May 17, 2016 (the “Transaction Support Agreement”) by and among (i) Foresight Energy GP LLC, a Delaware limited liability company (“FEGP”), (ii) Foresight Energy LLC, a Delaware limited liability company, and Foresight Energy Finance Corporation, a Delaware corporation (collectively, the “Issuers”), certain subsidiaries of the Issuers, and Foresight Energy LP, a Delaware limited partnership (“FELP” and together with the Issuers, and their subsidiaries, the “Partnership”) and (iii) each of the holders (or investment managers or advisors for any of the holders) of the Notes party thereto (together with their successors and permitted assigns, each, a “Consenting Noteholder” and, collectively, the “Consenting Noteholders”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings set forth in the Transaction Support Agree

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • February 23rd, 2021 • HighCape Capital Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 19, 2021, by and among HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape”), Dr. Jonathan M. Rothberg (“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of HighCape, Dr. Rothberg and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 28, 2021, by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), and [•], a [•] (the “Supporting Company Investor”). Each of SPAC, the Company and the Supporting Company Investor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

Execution Version AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • New York

This Amended and Restated Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below),(1) as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Amended Agreement”), dated as of October 30, 2018, is entered into by and among: (i) Ascent Capital Group, Inc. (“Ascent”) and Monitronics International, Inc. (together with its subsidiaries, “Monitronics”); (ii) the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (each, a “Noteholder”) of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (as amended, restated, modified, supplemented, or replaced from time to time in accordance with the terms thereof, the “Notes Indenture”), by and among Monitronics, the guarantors named thereunder, and U.S. Bank Nation

EX-10.1 2 a18-32008_1ex10d1.htm EX-10.1 TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • New York

This Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below)(1), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 24, 2018, is entered into by and among: (i) Ascent Capital Group, Inc. (“Ascent”) and Monitronics International, Inc. (“Monitronics”); and (ii) the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (each, a “Noteholder”) of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (as amended, restated, modified, supplemented, or replaced from time to time in accordance with the terms thereof, the “Notes Indenture”), by and among Monitronics, the guarantors named thereunder, and U.S. Bank National Association, as trustee, that are (and any Noteholde

FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 18th, 2016 • Raging Capital Management, LLC • Wholesale-metals service centers & offices

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Amendment”) is made as of May 16, 2016 by and among (a) the undersigned Support Party and (b) the A.M. Castle & Co. (the “Company”) (together, the “Parties”) and amends that certain Amended and Restated Transaction Support Agreement, dated as of March 16, 2016, by and among the Parties (the “TSA”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the TSA.

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • March 27th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software • Delaware

WHEREAS, BNIX, VisionWave Technologies Inc. (the “Company”) and the Shareholders, entered into a business combination agreement (the “Business Combination Agreement”), a copy of which has been provided to the Shareholders, pursuant to which, among other things, (i) BNIX will acquire all of the issued and outstanding Company Common Shares from the shareholder(s) of the Company (the “Company Shareholder”) in exchange for Bannix Shares, and (ii) the Company will become a wholly-owned Subsidiary of BNIX;

FORM OF TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Gomez Cayman SPV Limited, a Cayman Islands company (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

EX-10.1 2 felp-ex101_15.htm EX-10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • New York

This TRANSACTION SUPPORT AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of April 18, 2016 by and among (i) Foresight Energy LLC, a Delaware limited liability company (“Borrower”), certain subsidiaries of Borrower, and Foresight Energy LP, a Delaware limited partnership (collectively, the “Partnership”) and (ii) each of the banks and financial institutions from time to time party hereto (each a “Consenting Lender”, collectively, the “Consenting Lenders”). The Partnership and the Consenting Lenders shall each be referred to as a “Party” and collectively as the “Parties.”

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • December 5th, 2022 • Fp Credit Partners Ii, L.P. • Services-prepackaged software • Delaware

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2022, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Movella Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC (“Pathfinder Sponsor”) and the parties listed on the signature pages hereto as a “Shareholder” (each, a “Shareholder”). Each of Pathfinder, the Company, Pathfinder Sponsor and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement (defined below).

Transaction Support Agreement for Company Securityholders
Transaction Support Agreement • March 17th, 2022 • Bioceres Crop Solutions Corp. • Agricultural chemicals • Delaware

This Transaction Support Agreement (this “Agreement”) is made and entered into as of March 16, 2022, by and among Bioceres Crop Solutions Corp., a Cayman Islands exempted company (“Parent”), BCS Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholders of Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Fondo Grupo Wiese Internacional, a private equity fund with Tax Number N° 20603788355, managed by CREUZA S.G. S.A.C., with its registered office in Av. Mariscal José De la Mar 750, oficina 201, Miraflores, Lima, Peru. (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

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TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • August 6th, 2021 • CIrcle Acquisition Public LTD Co • Delaware

This TRANSACTION SUPPORT AGREEMENT, dated as of July 7, 2021 (this “Agreement”), is by and among Concord Acquisition Corp, a Delaware corporation (“Concord”) and certain of the shareholders of the Company (as defined below) whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).

FORM OF TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Dekel Development Holding, S.A., a Panama corporation (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • April 21st, 2023 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York

This AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto, as amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 17, 2023, is entered into by and among:

EXECUTION VERSION FOR DISCUSSION PURPOSES ONLY SUBJECT TO F.R.E. RULE 408 AND SIMILAR RULES 1001743898v32 TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 5th, 2020 • New York

This TRANSACTION SUPPORT AGREEMENT (including all exhibits and schedules attached hereto, and as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 30, 2016, is entered into by and among:

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • December 17th, 2021 • Armada Acquisition Corp. I • Blank checks • Delaware

TRANSACTION SUPPORT AGREEMENT, dated as of December 17, 2021 (this “Agreement”), by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), those certain stockholders of Rezolve Limited, a private limited liability company registered under the laws of England and Wales (collectively with any predecessor entities, the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), the Company and Rezolve Group Limited, a Cayman Islands exempt company (“Cayman NewCo”).

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 9th, 2023 • Casa Systems Inc • Radio & tv broadcasting & communications equipment • New York

This Transaction Support Agreement (together with the exhibits, annexes, and schedules attached hereto, this “Agreement”), dated as of May 8, 2023, is by and among (i) Casa Systems, Inc., a Delaware corporation (“Casa”), on behalf of itself and its direct and indirect subsidiaries (collectively, the “Borrower”) and (ii) the undersigned beneficial owners of, or nominees, investment advisors, sub-advisors or managers of accounts that beneficially hold Existing Loans (as defined below) under the Credit Agreement (as defined below) that have executed and delivered (x) counterpart signature pages to this Agreement (the “Initial Participating Lenders”) or (y) with the consent of Initial Participating Lenders holding a majority of the aggregate outstanding principal amount of the Existing Loans held by the Initial Participating Lenders or pursuant to Section 13(i) hereof, a Joinder (as defined below), to counsel to the Borrower (each of (x) and (y) being a “Participating Lender” and, collecti

AMENDMENT TO TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment

This Amendment (this “Amendment”) to the Transaction Support Agreement is entered into as of March 25, 2022, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Terran Orbital Corporation, a Delaware corporation (the “Company”) and BPC Lending II LLC, a Delaware limited liability company (the “Holder”) (sometimes referred to herein individually as a “Party” and collectively as the “Parties”).

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks

Now, therefore, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the BCA, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Contract
Transaction Support Agreement • May 5th, 2020

<DOCUMENT> <TYPE>EX-10.12 <SEQUENCE>13 <FILENAME>g89184exv10w12.txt <DESCRIPTION>TRANSACTION SUPPORT AGREEMENT <TEXT> <PAGE> EXHIBIT 10.12 TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this "Agreement"), dated as of May 7, 2004, is by and among Quadrangle Capital Partners LP, a Delaware limited partnership ("QCP"), Quadrangle Select Partners LP, a Delaware limited partnership ("QSP"), Quadrangle Capital Partners-A LP, a Delaware limited partnership ("QCP-A" and together with QCP and QSP, the "Quadrangle Entities"), Daleen Technologies, Inc., a Delaware corporation ("Daleen"), Daleen Holdings, Inc., a newly formed Delaware corporation that is a wholly owned subsidiary of Daleen ("Newco"), Behrman Capital II, L.P., a Delaware limited partnership ("Behrman"), Strategic Entrepreneur Fund II, L.P., a Delaware limited partnership ("SEF"), Protek Telecommunications Solutions Ltd., a corporation organized under the laws of England and Wales, whose principal place of busines

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • California

This Transaction Support Agreement (this “Agreement”) is made and entered into as of January 27, 2021 by and among the following parties:

SECOND AMENDMENT TO TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • July 18th, 2016 • Foresight Energy LP • Bituminous coal & lignite mining • New York

This Second Amendment to Transaction Support Agreement (this “Second Amendment”), dated as of July 15, 2016, to that certain Transaction Support Agreement made and entered into as of April 18, 2016, as amended by that certain First Amendment dated as of May 6, 2016, (the “Transaction Support Agreement”), by and among (i) Foresight Energy LLC, a Delaware limited liability company (the “Borrower”), certain subsidiaries thereof, and Foresight Energy LP, a Delaware limited partnership (collectively, the “Partnership”) and

SECOND AMENDMENT TO TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • December 21st, 2022 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York

This Second Amendment, dated as of December 20, 2022 (this “Amendment”), to that certain Transaction Support Agreement, dated as of October 20, 2022 (as amended prior to the date hereof, the “Transaction Support Agreement”), is by and among (i) Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), and the other guarantors under the Existing Documents as set forth in the signature page to the Transaction Support Agreement (each such party listed in this clause (i), a “Company Party” and, such parties collectively, the “Company Parties”) and (ii) each undersigned Consenting Party that has executed and delivered counterpart signature pages to this Amendment. Each Company Party and each undersigned Consenting Party is referred to herein individually as a “Party”, and collectively as the “Parties.” Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the respective meanings attributed to such terms in the Transaction Support Agreem

TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • March 12th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 12, 2021, by and between Maple Holdings Inc., a Delaware corporation (the “Company”), Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company (which shall redomesticate as a Delaware corporation pursuant to the terms of the Merger Agreement (as defined below)), King Pubco, Inc. (“Pubco”), and the undersigned, a shareholder of Acquiror (the “Shareholder”). Each of the Company, Acquiror, Pubco and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

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