Common use of Assignment; No Third Party Beneficiaries Clause in Contracts

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter and, if applicable, the Placement Unit Subscription Agreements. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole while or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part, except in connection with a Business Combination and with the consent of each Holder party hereto. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, Up Period or the Private Placement Sponsor Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Sponsor Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in connection that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-Lock- up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Underwriter Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter and, if applicable, the Private Placement Unit Subscription Agreements. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After . 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Underwriter Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Vicarious Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of the Founder Shares Locklock-up Period, restrictions applicable to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under . Notwithstanding anything to the contrary in this Agreement, in whole or in partthe Sponsor may assign its rights and obligations hereunder, without the prior consent of the other parties, to (i) an Affiliate (as defined in the Merger Agreement) transferee, in connection with a transfer by the Sponsor of shares of Common Stock to one of the Sponsor’s Affiliates (as defined in the Merger Agreement), (ii) any transfereemember of the Sponsor, or (iii) any direct or indirect beneficial owners of the Sponsor or any of its Affiliates (as defined in the Merger Agreement). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Existing Holder who is subject to either or both the Founder Shares Lock-up Period or the Private Placement Lock-up Period may assign or delegate such Existing Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit LockPeriod or other lock-up Period, or the Extension Unit Lock-up Periodperiod, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeapplicable. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment (including to a Permitted Transferee) by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After For the avoidance of doubt, subsequent to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Sponsor may assign or delegate such Holder’s its rights, duties or obligations under this Agreement, in whole or in part, in connection with a distribution of Founder Shares or Private Placement Warrants to any transfereea Post-Lock-up Permitted Transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the expiration rights, duties and obligations of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, a Holder hereunder may be assigned in whole or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate in part to such Holder’s rightsPermitted Transferees; provided, duties that, with respect to the Existing Investors, [the Investor Stockholders,] and the Sponsor, the rights hereunder that are personal to such Holders may not be assigned or obligations under this Agreement, delegated in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration that each of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, Existing Investors shall be permitted to transfer its rights hereunder as the case may beExisting Investors to one or more affiliates or any direct or indirect partners, members or equity holders of such Dura Holder (it being understood that no such transfer shall reduce any rights of such Dura Holder or such transferees), and the Holder may assign Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or delegate more affiliates or any direct or indirect partners, members or equity holders of the Sponsor and any such Holder’s rights, duties transferee shall thereafter have all rights and obligations of the Sponsor hereunder (it being understood that no such transfer shall reduce any rights of the Sponsor or obligations under this Agreement, in whole or in part, to any transfereesuch transferees). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and the expiration of applicable Letter Agreement(s). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in respect of the Initial Shares in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder The Initial Stockholders may assign or delegate such Holder’s their rights, duties or obligations under this Agreement in respect of the Placement Shares to their respective designees that become a party to the Private Placement Securities Purchase Agreement. Notwithstanding the above, in whole or in part, the Holder may transfer such securities (and any Placement Shares) to any transfereetransferee permitted under their respective Letter Agreements entered into on even date herewith. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its their successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Placement Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities, during the respective lock-up period, to a such Holder’s Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After the expiration ; provided, further that any Holder who is a Permitted Transferee of the Founder Shares Lock-up PeriodSponsor shall be deemed an “Insider” as such term is defined in the Letter Agreement and shall be bound in accordance thereof. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Working Capital Unit Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Working Capital Unit Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.4.2 Prior to the expiration of the Founder Shares any Lock-up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if Transferee; provided that such Permitted Transferee agrees to become be bound by the transfer restrictions set forth in terms of this Agreement. . 6.4.3 After the expiration of the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least five percent (5%) of the then-outstanding Company Shares, (b) an Affiliate of such Holder, or (c) any transfereePerson with the prior written consent of the Company. 5.2.3 6.4.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.4.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement Agreement. Nabors Parent shall be an express third party beneficiary of Sections 2.4 and Section 5.2 hereof2.5. 5.2.5 6.4.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.4 shall be null and void. 6.4.7 A transferee receiving Registrable Securities from a SPAC Holder shall become a SPAC Holder under this Agreement, and a transferee receiving Registrable Securities from a Vast Holder shall become a Vast Holder under this Agreement.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Units Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Units Lock-up Period, as the case may be, the Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. Notwithstanding the foregoing, BTIG shall not be permitted to transfer its rights, duties or obligations under this Agreement. 5.2.3 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 hereof. 5.2.5 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares any Lock-up Up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Investor Lock-up Period, or the Extension Unit PrinceRidge Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Insider Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, in accordance with the terms of the letter agreements entered into by the Holder, the Company and PrinceRidge in connection with a the Company’s initial public offering. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders and its successors and the their permitted assigns of the Holders, which shall include Permitted Transfereesand successors. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties heretohereto (other than PrinceRidge in respect of the provisions relating to the Option Securities), other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part, except in connection with a Business Combination and with the consent of each Holder party hereto. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no No Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached as an Exhibit hereto (an “Addendum Agreement”), to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. The execution of an Addendum Agreement by the parties thereto shall constitute a permitted amendment of this Agreement notwithstanding the provisions of Section 5.9. Upon a transfer or assignment made in accordance with this Section 5.2, Schedule 1 shall be deemed updated accordingly to reflect the removal of the assignor and addition of the assignee.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound as a Holder by the equivalent transfer restrictions as such Registrable Securities were subject to prior to such assignment or delegation as set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares Lockapplicable lock-up Periodperiod, the Private Placement Lockno Holder who is subject to any such lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up agreement, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound as a Holder by equivalent transfer restrictions as such Registrable Securities were subject to prior to such assignment or delegation. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Warrant Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit MoneyLion Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up PeriodAgreement and, if applicable, the Private Placement Lock-up PeriodSponsor Support Agreement. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and the expiration of Letter Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Sponsor Lock-up Period, Up Period or the Working Capital Unit EBC Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Sponsor Warrants, EBC Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in connection that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties heretohereto (other than EBC in respect of the provisions relating to the Option Securities), other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to Following the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, as applicable, the Working Capital Unit Lock-up Period, rights granted to a Holder by the Company hereunder may be transferred or the Extension Unit Lock-up Period, as the case may be, no assigned (but only with all related obligations) by a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder only to a Permitted Transferee but only if of such Permitted Transferee Holder; provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the Company), (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to become the Company to be bound by and subject to the transfer restrictions set forth in terms and conditions of this Agreement. After Notwithstanding the foregoing, prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Periodrights granted to the Company Shareholder by the Company hereunder may be transferred or assigned (but only with all related obligations) by the Company Shareholder in connection with any Transfer of Registrable Securities made in accordance with Section 4.01(c) of the Investors Agreement, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, so long as the case may be, conditions set forth in the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, proviso to any transfereethe immediately preceding sentence are satisfied. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in substantially the form set forth in Exhibit A to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of PubCo hereunder may not be assigned or delegated by PubCo in whole or in part. 5.2.2 This Agreement and the Company rights, duties and obligations of the Holders hereunder may not be assigned or delegated by the Company Holders in whole or in part. 5.2.2 Prior ; provided, however, that, subject to the expiration of the Founder Shares Lock-up PeriodSection 5.2.5, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no a Holder may assign or delegate the rights and obligations of such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except Holder hereunder relating to particular Registrable Securities in connection with a the transfer of such Registrable Securities by such Holder to a Permitted Transferee but only if of such Holder (it being understood that no such transfer shall reduce any rights of the Holder with respect to Registrable Securities still held by such Holder). A Permitted Transferee receiving Registrable Securities from the Prior Sponsor shall be treated as the Prior Sponsor for all purposes of this Agreement, a Permitted Transferee receiving Registrable Securities from any of the Representatives shall be treated as a Representative for all purposes of this Agreement, a Permitted Transferee receiving Registrable Securities from a New Sponsor Holder shall become a New Sponsor Holder, a Permitted Transferee receiving Registrable Securities from a Legacy Company Holder shall become a Legacy Company Holder, and a Permitted Transferee receiving Registrable Securities from a PIPE Holder shall become a PIPE Holder; provided that, as a precondition to such transfer, such Permitted Transferee agrees enters into a written agreement with PubCo agreeing to become be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities, during the respective lock-up period, to a such Holder’s Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement. After the expiration ; provided, further that any Holder who is a Permitted Transferee of the Founder Shares Lock-up PeriodSponsor shall be deemed an “Insider” as such term is defined in the Letter Agreement and shall be bound in accordance thereof. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, no Existing Holder who is subject to the Founder Shares Lock-up Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder Period may assign or delegate such Existing Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee, to become bound by an Affiliate or as otherwise permitted pursuant to the transfer restrictions set forth in this Agreement. After the expiration terms of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodPeriod or other lock-up period, as applicable. 5.2.3 Prior to the Working Capital Unit expiration of the Initial Sponsor Shares Lock-up Period and the Final Sponsor Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case Sponsor may be, the Holder may not assign or delegate such Holder’s rights, its rights and duties or obligations obligation under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by the Sponsor to any transfereea Permitted Transferee, to an Affiliate, or as otherwise permitted pursuant to the terms of the relevant Sponsor Shares Lock-up Period, the Private Placement Lock-up Period or other lock-up period as applicable. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment (including to a Permitted Transferee) by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Up Period with respect to any Lock-up PeriodUp Shares of a Locked-Up Holder, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no such Holder may not assign or delegate such Locked-Up Holder’s rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Locked-Up Holder’s Registrable Securities, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder Transfer pursuant to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. Section 3.2. 6.2.3 After the expiration of the Founder Shares Lock-up Period, the Private Placement Up Period with respect to Lock-up PeriodUp Shares held by a Locked-Up Holder, the Working Capital Unit Lock-up Periodand, or the Extension Unit Lock-up Periodat any time with respect to Registrable Securities held by any other Holder, as the case may be, the each such Holder may assign or delegate such Holder’s its rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, to (a) any transfereeof such Holder’s Permitted Transferees, provided, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least 2% of the then-outstanding Class A common stock, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any Holder pursuant to a distribution as described in Section 6.14 of this Agreement or (d) with the prior written consent of the Company, any other entity or person. 5.2.3 6.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 6.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 6.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 6.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to . This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or obligations under delegated by a holder of Registrable Securities to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least 400,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (including shares of Common Stock issuable upon exercise of Private Warrants); or (d) is an entity affiliated by common control (or other related entity) with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement, Agreement in whole or in part, except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreementholder. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 hereof. 5.2.5 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, Period or the Extension Unit Warrant Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Warrant Lock-up Period, or the Extension Unit Warrant Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.8.1 This Investor Rights Agreement and the rights, duties and obligations of the Company any party hereunder may not be assigned or delegated by the Company any party in whole or in partpart other than as expressly set forth in this Section 6.8. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no 6.8.2 A Holder may assign or delegate such Holder’s rights, duties rights or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Investor Rights Agreement, in whole or in part, to (a) up to five (5) Permitted Transferees (provided, that in the case of rights or obligations under Article II, such Permitted Transferee must also be an Affiliate of such Holder), without the consent of any transfereeother party hereto; and (b) to any other Person with the prior written consent of PubCo (and, in the case of rights or obligations under Article II, each of the Principal Holders that, as of the date as of such assignment or delegation, has the right to designate a person to the Board pursuant to Section 2.1). For the avoidance of doubt, no transferee shall be entitled to any such rights or obligations under this Investor Rights Agreement unless such Holder has transferred Equity Securities to such transferee in accordance with this Investor Rights Agreement. 5.2.3 6.8.3 This Investor Rights Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.8.4 This Investor Rights Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Investor Rights Agreement (including pursuant to Sections 2.1.9, 2.1.10, 5.1 and Section 5.2 6.7 hereof). 5.2.5 6.8.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the applicable terms and provisions of this Investor Rights Agreement (which may be accomplished by an addendum or certificate of joinder to this Investor Rights Agreement). . 6.8.6 Any transfer or assignment made other than as provided in this Section 5.2 6.8 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of PubCo hereunder may not be assigned or delegated by PubCo in whole or in part. This Agreement and the rights, duties and obligations of the Company holders of Registrable Securities hereunder may not be freely assigned or delegated by the Company such holder of Registrable Securities in whole or in part. 5.2.2 Prior conjunction with and to the expiration extent of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a any permitted transfer of Registrable Securities by any such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound holder not prohibited by the transfer restrictions set forth in this any Lock-Up Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Section 4 and this Section 7.2. The rights of a holder of Registrable Securities under this Agreement and Section 5.2 hereof. 5.2.5 No assignment may be transferred by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon a holder to a transferee who acquires or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement holds Registrable Securities equal to at least 0.1% of the assigneeRegistrable Securities held by the holders of Registrable Securities on the date hereof; provided, that such transfer is in compliance with the provisions of any applicable Lock-Up Agreement; provided, further, that such transferee has executed and delivered to PubCo a form reasonably satisfactory to the Company, properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached as an Exhibit hereto (which may be accomplished an “Addendum Agreement”), and the transferor shall have delivered to PubCo no later than 30 days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement by an addendum or certificate the parties thereto shall constitute a permitted amendment of joinder to this Agreement). Any transfer or assignment made other than as provided in this Agreement notwithstanding the provisions of Section 5.2 shall be null and void7.9.

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Up Period with respect to any Lock-up PeriodUp Shares of a Locked-Up Holder, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no such Holder may not assign or delegate such Locked-Up Holder’s rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Locked-Up Holder’s Registrable Securities, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder Transfer pursuant to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. Section 3.2. 6.2.3 After the expiration of the Founder Shares Lock-up Period, the Private Placement Up Period with respect to Lock-up PeriodUp Shares held by a Locked-Up Holder, the Working Capital Unit Lock-up Periodand, or the Extension Unit Lock-up Periodat any time with respect to Registrable Securities held by any other Holder, as the case may be, the each such Holder may assign or delegate such Holder’s its rights, duties or obligations under this AgreementAgreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, to (a) any transfereeof such Holder’s Permitted Transferees, provided, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least 2% of the then-outstanding Company Ordinary Shares, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any Holder pursuant to a distribution as described in Section 6.14 of this Agreement or (d) with the prior written consent of the Company, any other entity or person. 5.2.3 6.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 6.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 6.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 6.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement (and the rights, duties rights and obligations of the Company hereunder may either party under this Agreement) shall not be assignable by Licensee without the prior written consent of Licensor; provided, that the rights of Licensee may be assigned or delegated by the Company (in whole or in part. 5.2.2 Prior ), without the consent of Licensor: (a) to the expiration one or more corporations all of the Founder Shares Lock-up Periodoutstanding capital stock of which is owned or controlled by Licensee or to one or more general or limited partnerships or limited liability companies owned or controlled by Licensee or the members of Licensee, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assignee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement in form and substance reasonably satisfactory to Licensor; (b) for collateral purposes, to any person providing financing to Licensee or its Affiliates; or (c) to any third party to which may all of Licensee’s equity is transferred or to which Licensee transfers all or substantially all of its assets or the Business, provided that in the case of this clause (c), prior to such assignment Licensee delivers to Licensor the written agreement of such assignee, in form and substance reasonably acceptable to Licensor, agreeing to be accomplished bound by an addendum or certificate the terms of joinder to this Agreement); provided, however, that in connection with any assignment under subpart (c) Licensor’s consent shall be required, in its sole discretion, prior to any assignment or transfer of this Agreement to a Competitor of Licensor. For purposes hereof, a “Competitor of Licensor” shall mean a business which generates either (i) $10 Million or more of revenue or (ii) an amount equal to more than 25% of its revenue, from the sale of services or products that are substantially the same as the services or products then being offered by Licensor or any of its Affiliates. No such assignment shall relieve Licensee of its obligations hereunder. Any transfer assignment in violation of this Section 10.5 shall be null, void and without effect. Licensor may assign this Agreement, and any of its rights under this Agreement, and may delegate any of its duties under this Agreement to any third party to which it transfers the Marks provided that prior to such assignment Licensor delivers to Licensee the written agreement of such assignee agreeing to be bound by the terms of this Agreement. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their successors and permitted assigns. Nothing in this Agreement, expressed or assignment made implied, is intended or shall be construed to confer upon any Person other than as provided in the parties and successors and assigns permitted by this Section 5.2 shall be null and void10.5 any right, remedy or claim under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no No Holder may assign or delegate such HolderH▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock-up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached as an Exhibit hereto (an “Addendum Agreement”), to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. The execution of an Addendum Agreement by the parties thereto shall constitute a permitted amendment of this Agreement notwithstanding the provisions of Section 5.9. Upon a transfer or assignment made in accordance with this Section 5.2, Schedule 1 shall be deemed updated accordingly to reflect the removal of the assignor and addition of the assignee.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, duties interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of Parent without the Company’s prior consent; provided, however, that no assignment shall release Parent of its obligations hereunder. This Agreement is not intended to, and will not, confer upon any Person other than the parties hereto any rights or remedies hereunder, except (a) as set forth in or contemplated by the terms and provisions of Section 5.8; (b) unless and until the Effective Time shall have occurred, for the right of holders of Shares (including Restricted Stock), holders of Options, holders of Restricted Stock Units, and holders of Performance Stock Units, as applicable, to pursue claims for damages and other relief, including equitable relief, for any breach of this Agreement by Parent or Merger Sub (including based on loss of the economic benefits of the Transactions to the holders of Company hereunder may not Securities based on the consideration that would have otherwise been payable to such holders, the loss of market value or decline in the stock price of Company Common Stock or otherwise); and (c) from and after the Effective Time, the rights of holders of Shares (including Restricted Stock), holders of Options, holders of Restricted Stock Units, and holders of Performance Stock Units, as applicable, to receive the consideration set forth in Article 1; provided, however, that the rights granted pursuant to clause (b) of this Section 8.6 will only be assigned or delegated enforceable on behalf of holders of Company Common Stock (including Restricted Stock), holders of Options, holders of Restricted Stock Units and holders of Performance Stock Units, as applicable, by the Company in whole or its sole and absolute discretion, it being understood and agreed that any and all interests in part. 5.2.2 Prior such claims will attach to the expiration of the Founder such Shares Lock-up Periodand subsequently transfer therewith and, the Private Placement Lock-up Periodconsequently, the Working Capital Unit Lock-up Periodany damages, settlements, or other amounts recovered or received by the Extension Unit Lock-up PeriodCompany with respect to such claims (net of expenses incurred by the Company in connection therewith) may, as in the case may beCompany’s sole and absolute discretion, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreementbe (i) distributed, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure Company to the benefit holders of each Shares of record as of any date determined by the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights Company; or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) retained by the written agreement Company for the use and benefit of the assignee, Company on behalf of its shareholders in a form reasonably satisfactory to any manner the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and voidCompany deems fit.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holder of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and any Lock-Up Period applicable to such Registrable Securities. 5.2.2 Prior to the expiration of the Founder Shares any Lock-up Up Period, the Private Placement no Holder subject to any such Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by this Agreement and any transfereeLock-Up Period applicable to such Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no No Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares lock- up period applicable to such Holder pursuant to any Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeperson to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached as an Exhibit hereto (an “Addendum Agreement”), to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. The execution of an Addendum Agreement by the parties thereto shall constitute a permitted amendment of this Agreement notwithstanding the provisions of Section 5.9. Upon a transfer or assignment made in accordance with this Section 5.2, Schedule 1 shall be deemed updated accordingly to reflect the removal of the assignor and addition of the assignee.

Assignment; No Third Party Beneficiaries. 5.2.1 This 10.2.1 Subject to Section 10.2.3, this Agreement and the rights, duties and obligations of the Company Company, as the case may be, hereunder may not be assigned or delegated by the Company Company, as the case may be, in whole or in part. 5.2.2 10.2.2 Prior to the expiration of the Founder Shares Lock-up PeriodUp Period applicable to a Stockholder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case such Stockholder may be, no Holder may not assign or delegate such HolderStockholder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with a transfer of Registrable Securities Voting Shares by such Holder Stockholder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Following the expiration of the Founder Shares Lock-up PeriodUp Period applicable to a Stockholder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, such Stockholder may not transfer Voting Shares to a Permitted Transferee unless it also assigns or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate delegates to such HolderPermitted Transferees such Stockholder’s rights, duties or and obligations under this Agreement, in whole or in part, Agreement with respect to any transfereesuch transferred Voting Shares. 5.2.3 10.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holdersapplicable Stockholders, which shall include Permitted Transferees. In the event that the Sponsor is dissolved or cancelled, the Sponsor may assign its rights, duties and obligations under this Agreement to its members or any of them in the Sponsor’s sole and absolute discretion. 5.2.4 10.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 10.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Company, the Sponsor or the Stockholders unless and until the Company Company, the Sponsor and the Stockholders shall have received (i) written notice of such assignment as provided in Section 5.1 10.1 hereof and (ii) the written a counterpart signature page hereto pursuant to which such assignee shall confirm his, her or its agreement to be subject to and bound by all of the assignee, provisions set forth in a form reasonably satisfactory this Agreement that were applicable to the Company, to be bound by the terms and provisions assignor of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)such assignee. Any transfer or assignment made other than as provided in this Section 5.2 10.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to (a) an Affiliate of Registrable Securities by such Holder, (b) direct and/or indirect equity holders of any Holder pursuant to a Permitted Transferee but only if such Permitted Transferee agrees distribution as described in Section 5.14 of this Agreement or (c) any person with the prior written consent of the Company. A sale or transfer that qualifies pursuant to become bound by an exemption from the transfer restrictions set forth in this Agreement. Securities Act shall not be deemed to have been made pursuant to a Registration Statement. 5.2.3 After the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) up to five (5) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least two percent (2%) of the then-outstanding Class A Common Stock, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any transfereeHolder pursuant to a distribution as described in Section 5.14 of this Agreement or (d) any person with the prior written consent of the Company. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 5.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Payoneer Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up PeriodAgreement and, if applicable, the Private Letter Agreement and the Placement Lock-up PeriodUnit Subscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder the Sponsor may not assign or delegate such Holderthe Sponsor’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder the Sponsor to a Permitted Transferee Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this AgreementAgreement and other applicable agreements. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Any other Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s Common Stock and/or Common Stock Equivalents, (ii) such transfer is not pursuant to any transfereeRule 144 under the Securities Act or a registration statement filed pursuant to this Agreement and (iii) the transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable agreements. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.1 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares and Chairman Lock-up Period, Up Period or the Private Placement Sponsor Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Sponsor Warrants, the Private Placement Units and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in connection that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company). 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with a and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Unit Lock-up PeriodAnchor Investor Purchase Agreement. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, ,the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Representative Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Representative Shares Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment be assigned by any party hereto without the prior written consent of the other party hereto. Except as provided in Article V with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties to this Agreement and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, Helix may assign, collaterally assign, or grant security interests in all of Helix’s right, title and interest in and to this Agreement, without the consent of Cal Dive, to one or more financial institutions or other lenders or to any designees, successors or permitted assigns of such party’s rightsfinancial institutions or other lenders that are, duties from time to time, parties to the following Credit Agreement, as the same may be amended, restated, amended and obligations hereunder shall be binding upon restated, renewed, extended, supplemented, replaced, or obligate refinanced from time to time: that certain Credit Agreement dated as of July 3, 2006, by and among Helix Energy Solutions Group, Inc., as the Company unless Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and until L/C Issuer, and the Company shall have received other Lenders and Agents party thereto. In connection with the foregoing, Cal Dive hereby (ia) consents to the exercise by the Secured Parties (as defined in the Credit Agreement) of the rights provided in the security documents granting such assignment, collateral assignment, or security interest, including any foreclosure pursuant thereto and any subsequent assignments by the Administrative Agent on behalf of the Secured Parties, (b) agrees to provide the Administrative Agent with written notice of such assignment as provided in Section 5.1 hereof any default by Helix under the Agreement which is not cured within any applicable grace or cure period, and (iic) agrees that prior to terminating the written agreement Agreement due to a default by Helix, it shall provide the Administrative Agent with notice of such intended termination (including a detailed description of the assignee, in reasons therefor) and a form reasonably satisfactory reasonable opportunity to cure any underlying default (provided that the Company, Administrative Agent shall have no obligation to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreementcure any default). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Common Stock Lock-up Period, Period or the Private Placement Sponsor Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may beapplicable, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Transferee. 5.2.3 Following the expiration of the Founder Shares Common Stock Lock-up Period, Period or the Private Placement Sponsor Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may beapplicable, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee.transferee of Registrable Securities that (a) is a Permitted Transferee or (b) after such transfer, holds at least 10% of the outstanding shares of the Company; 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no any Holder of Restricted Securities may not assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this AgreementAgreement and other applicable agreements. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Any other Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s then-outstanding Common Stock and/or Common Stock Equivalents, (ii) such transfer is not pursuant to any Rule 144 under the Securities Act or a Registration Statement filed pursuant to this Agreement and (iii) the transferee agrees to become party to this Agreement and other applicable agreements. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beextent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to (a) an Affiliate of Registrable Securities by such Holder Holder, (b) direct and/or indirect equity holders of the Sponsor pursuant to a Permitted Transferee but only if such Permitted Transferee agrees distribution as described in Section 5.11 of this Agreement or to become bound by direct or indirect equity holders of any ▇▇▇▇▇▇▇ Leisure Shareholder or (c) any person with the prior written consent of the Company. A sale or transfer restrictions set forth in this Agreement. that qualifies pursuant to an exemption from the Securities Act shall not be deemed to have been made pursuant to a registration statement. 5.2.3 After the expiration of the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) up to five Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least five percent of the then-outstanding Common Shares, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of the Sponsor pursuant to a distribution as described in Section 5.11 of this Agreement or to direct or indirect equity holders of any transferee▇▇▇▇▇▇▇ Leisure Shareholder or (d) any person with the prior written consent of the Company. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements and the Anchor Investor Purchase Agreement. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be assigned or obligations under this Agreement, delegated by the Holders in whole or in part; provided, except however, that, subject to Section 5.2.5, a Holder may assign the rights and obligations of such Holder hereunder relating to particular Registrable Securities in connection with a the transfer of such Registrable Securities by such Holder to a Permitted Transferee but only if of such Holder (it being understood that no such Transfer shall reduce any rights of the Holder with respect to Registrable Securities still held by such Holder). A Permitted Transferee agrees to receiving Registrable Securities from a Sponsor Holder shall become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Perioda Sponsor Holder, the Private Placement Lock-up Perioda Permitted Transferee receiving Registrable Securities from a ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall become an ▇▇▇▇▇▇ ▇▇▇▇▇▇, the Working Capital Unit Lock-up Perioda Permitted Transferee receiving Registrable Securities from a PIPE Holder shall become a PIPE Holder, or the Extension Unit Lock-up Period, as the case may be, the and a Permitted Transferee receiving Registrable Securities from an Other Holder may assign or delegate such shall become an Other Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless such assignment is permitted under 5.2.2 and unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to Following the expiration of the FaZe Lock-up Period, Founder Shares Lock-up Period, or the Private Placement Lock-up Period, as applicable, the Working Capital Unit Lock-up Period, rights granted to a Holder by the Company hereunder may be transferred or the Extension Unit Lock-up Period, as the case may be, no assigned (but only with all related obligations) by a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder only to a Permitted Transferee but only if of such Permitted Transferee Holder; provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws (subject to reasonable verification by the Company), (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to become the Company to be bound by and subject to the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in substantially the form set forth in Exhibit A to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and, if applicable, the expiration of the Founder Shares Lock-up PeriodAgreement. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be freely assigned or obligations under this Agreement, in whole or in part, delegated by such Holder except in connection conjunction with a and to the extent of any transfer of Registrable Securities by any such Holder Holder, provided, that such transferee shall only be admitted as a party hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to a Permitted Transferee but only if such Permitted Transferee agrees the Company agreeing to become be bound by the transfer restrictions set forth in terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. After Notwithstanding the expiration foregoing, Seraphim Space (General Partner) LLP (in its capacity as general partner of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may Seraphim Space LP) shall only be permitted to assign or delegate such Holder’s its rights, duties or and obligations under this Agreementhereunder, whether in whole or in part, to Seraphim Space Investment Trust plc, and Seraphim Space Investment Trust plc shall have no further right to assign such rights, duties and obligations to any transfereeother party. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to This Agreement and the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders hereunder may not be assigned or obligations under this Agreement, delegated by the Holders in whole or in part; provided, except however, that, subject to Section 5.2.5, a Holder may assign the rights and obligations of such Holder hereunder relating to particular Registrable Securities in connection with a the transfer of such Registrable Securities by such Holder to a Permitted Transferee but only if of such Holder (it being understood that no such Transfer shall reduce any rights of the Holder with respect to Registrable Securities still held by such Holder). A Permitted Transferee agrees to receiving Registrable Securities from a Sponsor Holder shall become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Perioda Sponsor Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Permitted Transferee receiving Registrable Securities from a Terrestrial Energy Holder may assign or delegate such shall become a Terrestrial Energy Holder and a Permitted Transferee receiving Registrable Securities from an other Holder shall become an other Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless such assignment is permitted under Section 5.2.2 unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The Holder may, with prior written notice to the expiration of the Founder Shares Lock-up PeriodCompany, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a purchaser or transferee of Registrable Securities who agrees to become bound by the rights, duties or obligations set forth in this Agreement; provided that in the case of such transfer of less than 100% of Registrable Securities where there would be more than one (1) Holder hereunder, the Company and the Holder and any transfereeadditional holder agree to act in good-faith to revise this Agreement to include customary provisions for registration rights agreements of this type with multiple holders (including with respect to pro rata reductions in Registrable Securities and rights that must be exercised by a majority-in-interest of holders instead of each individual holder (including, without limitation registration demands and employment of one counsel for all holders)) and no assignment shall expand the obligations of the Company hereunder or increase the number of demand registrations that the Company is required to undertake. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted TransfereesHolder. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 5.1 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.1 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Any Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s then-outstanding Common Stock, (ii) such transfer is not pursuant to Rule 144 under the Securities Act or a transfer Registration Statement filed pursuant to this Agreement and (iii) the transferee agrees to become party to this Agreement and other applicable agreements, including the applicable Equity Issuance Agreement. For the purposes of determining the number of shares of Registrable Securities held by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Periodtransferee, the Private Placement Lock-up Period, holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the Working Capital Unit Lock-up Period, benefit of an individual Holder or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeImmediate Family Member shall be aggregated together and with those of the transferring Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 i. This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions set forth in this Agreement. 5.2.2 ii. Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Hyperfine Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , including the expiration of lock up restrictions applicable to the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Periodtransferor, or any other applicable agreements between the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 iii. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 iv. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 v. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, Period or the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Seller Lock-up Period or the Founder Shares Lock-up Period, Period to the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beextent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to (a) an Affiliate of Registrable Securities by such Holder, (b) direct and/or indirect equity holders of any Lion Holder or any Seller pursuant to a Permitted Transferee but only if such Permitted Transferee agrees distribution as described in Section 5.15 of this Agreement or (c) any person with the prior written consent of the Company. A sale or transfer that qualifies pursuant to become bound by an exemption from the transfer restrictions set forth in this Agreement. Securities Act shall not be deemed to have been made pursuant to a registration statement. 5.2.3 After the expiration of the Seller Lock-up Period or the Founder Shares Lock-up PeriodPeriod to the extent applicable to such Holder, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) up to five (5) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least two percent (2%) of the then-outstanding Class A Common Stock, (b) an Affiliate of such Holder, (c) direct and/or indirect equity holders of any transfereeLion Holder or any Seller pursuant to a distribution as described in Section 5.15 of this Agreement or (d) any person with the prior written consent of the Company. 5.2.3 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other 5.2.5 Other than as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and Section 5.2 hereofsuch successors and permitted assigns, any legal or equitable rights under this Agreement. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Except as otherwise provided in this Section 6.2, this Agreement and the rights, duties and obligations of the Company Company, Holders or the Sponsor hereunder may not be assigned or delegated by the Company Company, Holders or the Sponsor in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Section 4 and this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s 6.2. The rights, duties and obligations hereunder shall of a holder of Registrable Securities under this Agreement may be binding upon transferred by such a holder to a Permitted Transferee who acquires or obligate holds Registrable Securities; provided, however, that (a) such transferee has executed and delivered to the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written a properly completed agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by the “Addendum Agreement”), (b) the transferor shall have delivered to the Company no later than ten (10) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred and (c) after any such transfer, the transferee holds the lesser of (A) [the equivalent in Common Stock after the Merger of 500,000 Registrable Securities as defined in the Prior Sarcos Agreement] shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) or (B) all of the transferring Holder’s Registerable Securities. The execution of an addendum or certificate Addendum Agreement shall constitute a permitted amendment of joinder to this Agreement). Any For the avoidance of doubt, if the securities that a holder wishes to transfer would not be Registrable Securities if held by such transferee, the transferee shall not be entitled to sign the Addendum Agreement or assignment made other than as provided in this Section 5.2 shall be null and voidbecome a party hereto.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, Up Period or the Private Placement Warrant Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s their rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except as it applies to the Insider Warrants and the Founder Shares, the Holder may transfer such securities, during the respective lock-up period, in accordance with the terms of the letter agreements entered into by the holder, the Company and The Prince Ridge Group LLC in connection with a the Company’s initial public offering. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate any such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders and its successors and the their permitted assigns of the Holders, which shall include Permitted Transfereesand successors. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties heretohereto (other than The PrinceRidge Group LLC in respect of the provisions relating to the Option Securities), other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Up Period or the Extension Unit Cyxtera Lock-up Period, as the case may beapplicable, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the Following expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Up Period or the Extension Unit Cyxtera Lock-up Period, as the case may beapplicable, the a Holder may is permitted to assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, pursuant to any transfereeSection 5.2.5. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereofAgreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreements and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit New Holder Lock-up Up Period, the Savanna New Holder Three-Month Lock-Up Period or the Extension Unit Savanna New Holder Six-Month Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s 's rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up period, except in connection with a transfer of Registrable Securities by such Holder to another Holder or a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s 's rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of PubCo hereunder may not be assigned or delegated by PubCo in whole or in part. 5.2.2 This Agreement and the Company rights, duties and obligations of the Holders hereunder may not be assigned or delegated by the Company Holders in whole or in part. 5.2.2 Prior ; provided, however, that, subject to the expiration of the Founder Shares Lock-up PeriodSection 5.2.5, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no a Holder may assign or delegate the rights and obligations of such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except Holder hereunder relating to particular Registrable Securities in connection with a the transfer of such Registrable Securities by such Holder to a Permitted Transferee but only if of such Holder (it being understood that no such transfer shall reduce any rights of the Holder with respect to Registrable Securities still held by such Holder). A Permitted Transferee receiving Registrable Securities from a Sponsor Holder shall become a Sponsor Holder, a Permitted Transferee receiving Registrable Securities from a Legacy Company Holder shall become a Legacy Company Holder, and a Permitted Transferee receiving Registrable Securities from a PIPE Holder shall become a PIPE Holder; provided that, as a precondition to such transfer, such Permitted Transferee agrees enters into a written agreement with Pubco agreeing to become be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company PubCo hereunder may not be assigned or delegated by the Company PubCo in whole or in part. 5.2.2 (b) Prior to the expiration of the Founder Shares lock-up period in the applicable Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beUp Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to become PubCo agreeing to be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in partwith the same rights, benefits and obligations hereunder as such Holder with respect to any transfereethe transferred Registrable Securities. 5.2.3 (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities that is a transferee or assignee of not less than 10,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like); provided, that (x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; provided, however, that prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Manager Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After Agreement and any other applicable letter agreements between the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate Company and such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This (a) No Party may assign any of its rights or obligations under this Agreement or any Transaction Document (including by operation of law, merger or division, or similar business combination transaction) without the prior written consent of the other Parties, which consent may be granted or withheld in the sole discretion of such other Party; provided, however, that this prohibition shall not limit a Party from merging into an entity provided that the company resulting from such merger agrees to be bound by this Agreement and the rightsall Transaction Documents; further provided, duties that any Party may assign its rights and obligations under this Agreement without the prior written consent of the Company other Parties (i) in the case of Sellers, to an RWE Transferee, subject to Sections 9.01(b), 9.11, and 9.12, (ii) to any financial institution providing purchase money or other financing to such Party from time to time as collateral security for such financing so long as such Party remains fully liable for its obligations under this Agreement, and (iii) in the case of Purchaser, in a Permitted Transfer. Other than as provided in Article VII and Section 6.12, Section 6.14, Section 6.15, and Section 9.11 hereof, nothing in this Agreement is intended to or shall confer upon any other Person except the Parties any rights or remedies hereunder or create any Third Party beneficiary rights in any Person. (b) Notwithstanding anything to the contrary in this Agreement: (i) in the event that the Contemplated Innogy Restructuring occurs prior to the Closing, a Signing Seller or Signing Sellers may transfer any or all of its Membership Interests to RWE AG or to its Affiliates (such entities, the “RWE Transferees”); provided that (A) a copy of the fully-executed Assignment of Agreement (Pre-Closing) is delivered to Purchaser, and (B) such RWE Transferee (if not RWE AG) is at the time of such transfer connected to RWE AG through an unbroken chain of domination- (Beherrschungs-) and/or profit and loss transfer agreements (Gewinnabführungsverträge) in accordance with German statutory Law with RWE AG that has been registered with the commercial register of such RWE Transferee. Upon the delivery of a fully-executed Assignment of Agreement (Pre-Closing) to Purchaser, such Signing Seller or Signing Sellers making such delivery automatically shall be assigned or delegated by the Company in whole released from all liability and further obligations under or in part.connection with this Agreement without further action; provided that nothing in the foregoing shall release any liability for Fraud occurring prior to such transfer or any breach of this Section 9.01. In such case: 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, (A) The RWE Transferee or the Extension Unit Lock-up Period, RWE Transferees shall become “Replacement Seller” or “Replacement Sellers,” as the case may be, no Holder and Replacement Seller or Replacement Sellers shall be deemed to be a “Seller” or “Sellers” (as may be applicable) hereunder from the date of this Agreement, mutatis mutandis; (B) references to “innogy SE” in (1) the first sentence in Article III and (2) Article VII with respect to innogy SE’s indemnification rights and obligations shall be deemed to be references to the “Seller” or “Sellers” (as may be applicable) hereunder from the date of this Agreement, mutatis mutandis; and (C) references in Section 3.27 to “Seller” or “Sellers” shall be deemed to include “Signing Seller” or “Signing Sellers,” as appropriate, mutatis mutandis. (ii) in the event that the Contemplated Innogy Restructuring occurs following the Closing, Sellers may assign their rights and obligations under and in connection with this Agreement to an RWE Transferee or delegate RWE Transferees; provided that (A) a copy of the fully-executed Assignment of Agreement (Post-Closing) is delivered to Purchaser and (B) such Holder’s rightsRWE Transferee (if not RWE AG) is at the time of such transfer connected to RWE AG through an unbroken chain of domination- (Beherrschungs-) and/or profit and loss transfer agreements (Gewinnabführungsverträge) in accordance with German statutory Law with RWE AG that has been registered with the commercial register of such RWE Transferee. Upon the delivery of a fully-executed Assignment of Agreement (Post-Closing) to Purchaser, duties or Signing Sellers automatically shall be released from all liability and further obligations under this Agreement, Agreement without further action; provided that nothing in whole the foregoing shall release any liability for Fraud occurring prior to such transfer or in part, except in connection with a transfer any breach of Registrable Securities by this Section 9.01. In such Holder to a Permitted case: (A) The RWE Transferee but only if such Permitted Transferee agrees to or RWE Transferees shall become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, “Replacement Seller” or the Extension Unit Lock-up Period, “Replacement Sellers,” as the case may be, and Replacement Seller or Replacement Sellers shall be deemed to be a “Seller” or “Sellers” (as may be applicable) hereunder from the Holder may assign or delegate such Holder’s rights, duties or obligations under date of this Agreement, mutatis mutandis; (B) references to “innogy SE” in whole (1) the first sentence in Article III and (2) Article VII with respect to innogy SE’s indemnification rights and obligations shall be deemed to be references to the “Seller” or “Sellers” (as may be applicable) hereunder from the date of this Agreement, mutatis mutandis; and (C) references in part, Section 3.27 to any transferee“Seller” or “Sellers” shall be deemed to include “Signing Sellers,” mutatis mutandis. 5.2.3 This (c) In the event of any expiration or termination during the Coverage Period of the domination- (Beherrschungs-) and/or profit and loss transfer agreements (Gewinnabführungsverträge) referenced in Section 9.01(b) Sellers shall provide sufficient notice so that, and without limiting any rights of Purchaser under the Assignment Agreement (including the guarantee referenced therein), Purchaser is able to make or assert any claims necessary to secure its rights under German Law. In the event of any expiration or termination during the Coverage Period of the domination (Beherrschungs-) and/or profit and the provisions hereof shall be binding upon loss transfer agreements (Gewinnabführungsverträge) referenced in Section 9.01(b), Sellers may put in place a new structure of domination (Beherrschungs-) and/or profit and shall inure loss transfer agreements (Gewinnabführungsverträge) to the benefit effect that RWE Transferee will once again be connected to RWE AG through an unbroken chain of each of the parties domination and/or profit (Beherrschungs-) and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received loss transfer agreements (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this AgreementGewinnabführungsverträge). Any transfer or assignment made other than as provided As used in this Section 5.2 9.01(c), “Coverage Period” shall be null mean the period that is the longer of (x) four (4) years after the Closing Date and void(y), if at or prior to the expiration of such four (4) year period, any Action is made by any member of the Purchaser Indemnified Group against innogy SE or the RWE Transferee successor of innogy SE, that is made prior to the earlier of the survival period specified for such claim under Section 7.01 the date either (A), such Action results in a non-appealable order from a court of competent jurisdiction under Section 9.03 that such successor does not owe any amounts with respect to such Action, or (B) a written agreement with Purchaser and such successor that specifies this Section 9.01 that such successor does not owe any such amount.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s 's rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 Subject to the terms and conditions of the Indenture, any contractual restrictions on transfer and compliance with applicable securities laws, at any time prior to the redemption, exchange, maturity or repurchase of a given Note, this Agreement and the rights, duties and obligations hereunder conferred to the Holder of such Note or any other person who beneficially owns Registrable Securities shall inure to the benefit of and be binding upon its successors, assignees and transferees, including, without the need for an express assignment, a Subsequent Holder. Any such successor, assignee or transferee of a Note (to the extent not an Initial Holder) (including any transferee that has a beneficial interest in any Registrable Security in book-entry form, a “Subsequent Holder”) shall, in order for the Registrable Securities beneficially owned by such Subsequent Holder, to be included in any Registration Statement filed pursuant to the terms of this Agreement, furnish to the Company a completed Holder Questionnaire, either (i) prior to or in connection with an exchange of Notes by such Subsequent Holder in accordance with the Indenture or (ii) within the timeframe required under Section 3.3.1 hereof or (iii) in accordance with Section 2.2 or (iv) in accordance with Section 2.3 hereof. Notwithstanding the foregoing and for the avoidance of doubt, this Agreement shall not confer any rights or benefits upon (i) an Initial Holder or any Subsequent Holder of a Note that is redeemed or repurchased by the Partnership, repaid at final maturity or, prior to the Effective Time, exchanged for Ordinary Shares, or (ii) any person or entity to whom an Initial Holder or any Subsequent Holder transfers shares of Class A Common Stock that are issued and outstanding and are not Registrable Securities. This Agreement and the rights, duties and obligations of the Company and the Partnership hereunder may not be assigned or delegated by the Company or the Partnership in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure is not intended to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 Article V hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void6.1.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beif applicable, no Existing Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Warrant Agreement or any other applicable letter agreements between the Company and such Holder. After Notwithstanding and without prejudice to the expiration foregoing, the rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that is an affiliate (which includes any person who, directly or indirectly, controls, is controlled by, or is under common control with such Holder, including without limitation any general partner, managing member, officer or director of such Holder or any venture capital or private equity fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or advisor with, such Holder, where “control” means the possession, directly or indirectly, of the Founder Shares Lock-up Periodpower to direct the management and policies of a person whether through the ownership of voting securities, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, by contract or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate otherwise) of such Holder’s rights, duties or obligations under . The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, in whole express or in partimplied, is intended to confer upon any transfereeparty other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. For the avoidance of doubt, any entity or person into which a Holder may be merged or converted or with which it may be consolidated, or any entity or person resulting from any merger, conversion or consolidation to which a Holder shall be a party, shall be the successor of such Holder hereunder. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares applicable Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter, the Founder Shares Purchase Agreement, Lock-Up Agreements, and other applicable agreements. After the expiration of the Founder Shares applicable Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, Period the Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, Period or the Extension Unit Pico Lock-up Up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , the expiration of Letter Agreement, the Founder Shares applicable Lock-up PeriodUp Agreement and, if applicable, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodSubscription Agreements, as the case may be. 5.2.2 Except as set forth in subsection 5.2.1 hereof, this Agreement and the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 5.2.1. This Agreement and the rights, duties and obligations of the Company Squirrel Cayman hereunder may not be assigned or delegated by the Company Squirrel Cayman in whole or in part. 5.2.2 5.2.2. Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodPeriod applicable to any Holder, as the case may be, no such Holder may not assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodPeriod applicable to any Holder, as the case may be, the such Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 5.2.3. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees, as applicable. 5.2.4 5.2.4. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.5. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Squirrel Cayman unless and until the Company Squirrel Cayman shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanySquirrel Cayman, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 6.8.1 This Investor Rights Agreement and the rights, duties and obligations of the Company any party hereunder may not be assigned or delegated by the Company any party in whole or in partpart other than as expressly set forth in this Section 6.8. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no 6.8.2 A Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties rights or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Investor Rights Agreement, in whole or in part, to (a) up to five (5) Permitted Transferees (provided, that in the case of rights or obligations under Article II, such Permitted Transferee must also be an Affiliate of such Holder), without the consent of any transfereeother party hereto; and (b) to any other Person with the prior written consent of PubCo (and, in the case of rights or obligations under Article II, each of the Principal Holders that, as of the date as of such assignment or delegation, has the right to designate a person to the Board pursuant to Section 2.1). For the avoidance of doubt, no transferee shall be entitled to any such rights or obligations under this Investor Rights Agreement unless such Holder has transferred Equity Securities to such transferee in accordance with this Investor Rights Agreement. 5.2.3 6.8.3 This Investor Rights Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 6.8.4 This Investor Rights Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Investor Rights Agreement (including pursuant to Sections 2.1.9, 2.1.10, 5.1 and Section 5.2 6.7 hereof). 5.2.5 6.8.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company PubCo unless and until the Company PubCo shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubCo, to be bound by the applicable terms and provisions of this Investor Rights Agreement (which may be accomplished by an addendum or certificate of joinder to this Investor Rights Agreement). . 6.8.6 Any transfer or assignment made other than as provided in this Section 5.2 6.8 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Subject to Section 5.2.3, this Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Shares, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders of Registrable Securities, as the case may be, in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement Lock-up Period, Up Period or the Working Capital Unit New Holder Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, no Holder who is subject to any such lock-up period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up period, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After ; provided, that the expiration Company, in its sole discretion, may waive the New Holder Lock-Up Period with respect to shares of Class A Common Stock, on a pro rata basis across all New Holders, solely as required in order to comply with listing requirements of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working NASDAQ Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeMarket. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder the Sponsor may not assign or delegate such Holderthe Sponsor’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder the Sponsor to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Any other Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s Common Stock and/or Common Stock Equivalents, (ii) such transfer is not pursuant to any transfereeRule 144 under the Securities Act or a registration statement filed pursuant to this Agreement and (iii) the transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable agreements. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Existing Holder may assign or delegate such Existing Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Existing Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this AgreementTransferee. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, No Centennial Holder or the Extension Unit Lock-up Period, as the case may be, the Riverstone Holder may assign or delegate such Holder’s its rights, duties or obligations under this Agreement, in whole or in part, except (i) in the case of a Centennial Holder, in connection with a Permitted Transfer (as defined in the CRP LLC Agreement) of CRP Units by such Centennial Holder and (ii) in the case of a Riverstone Holder, in connection with a transfer of Common Stock by such Riverstone Holder to any transfereean Affiliate. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof5.2. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . Prior to the expiration of the Founder Shares Lock-up Period, the Private Period or Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s his, her or its rights, duties or obligations under this Agreement, Agreement in whole or in part. Notwithstanding the above, except in connection with a as it applies to the Registrable Securities, the Holder may transfer of Registrable Securities by such Holder securities during the respective lock-up period to a any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up PeriodLetter Agreement and, if applicable, the Working Capital Placement Unit Lock-up PeriodSubscription Agreements. ​ 5.2.2 Except as set forth in subsection 5.2.1 hereof, or this Agreement and the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or obligations under this Agreement, delegated by such Holder of Registrable Securities in whole or in part, conjunction with and to the extent of any transfereetransfer of Registrable Securities by any such Holder. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Holders, the permitted assigns and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.. ​ 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.. ​

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company Cipher hereunder may not be assigned or delegated by the Company Cipher in whole or in part, other than to any successor of Cipher, whether by merger, acquisition, reorganization or otherwise. In the event Cipher engages in a merger or consolidation in which the Cipher Common Stock is converted into securities of another company, Cipher will use its reasonable best effort to make appropriate arrangements so that the registration rights provided under this Agreement continue to be provided to the Subscribers by the issuer of such securities. To the extent such new issuer, or any other company acquired by Cipher in a merger or consolidation, was bound by registration rights that would conflict with the provisions of this Agreement, Cipher will use its reasonable best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement, unless otherwise agreed by the Subscribers then holding a majority of the Registrable Securities. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder No Subscriber may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder Subscriber, which, prior to the expiration of the Lock-Up Period (as defined in the Subscription Agreement), may only be to a Permitted Subsequent Transferee (as defined in the Subscription Agreement) in accordance with Section 5.1(a) of the Subscription Agreement, but only if such Permitted Transferee agrees transferee assumes such Subscriber’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to become Cipher agreeing to be bound by the transfer restrictions set forth in terms and conditions of this Agreement. After the expiration Agreement as if such person were a Subscriber party hereto; whereupon such person will be treated for all purposes of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in partwith the same rights, benefits and obligations hereunder as the Subscribers with respect to any transfereethe transferred Registrable Securities. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HoldersSubscribers, which shall include Permitted Subsequent Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Cipher unless and until the Company Cipher shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyCipher, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, Period or the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Existing Holder may assign or delegate such Existing Holder’s rights, duties duties, or obligations under this Agreement, in whole or in part, except in connection with a transfer Transfer of Registrable Securities by such Existing Holder to a Permitted Transferee but only if such Permitted Transferee agrees Transferee. Subject to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Periodforegoing with respect to Existing Holders, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the no Holder may assign or delegate such Holder’s rights, duties duties, or obligations under this Agreement, in whole or in part, except in connection with a Transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee. 5.2.3 Neither this Agreement nor any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Holder may assign rights hereunder to any Permitted Transferee of such Holder. Any such Permitted Transferee shall (unless already bound hereby) execute and deliver to the Company an agreement (the “Adoption Agreement”) to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Holder”. 5.2.4 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 5.2.5 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 5.2.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this executed Adoption Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This (i) The Company may not assign this Agreement and nor any of the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties interests or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by Agreement without the transfer restrictions set forth in this Agreement. After the expiration prior written consent of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee. 5.2.3 Majority Investors. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its their respective permitted successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 assigns. This Agreement shall is not intended to confer any rights or benefits on any persons Persons that are not parties hereto, party hereto other than as expressly set forth in Section 5 and this Agreement and Section 5.2 hereof10(d). 5.2.5 No assignment by (ii) Prior to the Shareholder Submission Deadline, without the consent of the Company or any party hereto of such party’s rightsother person, duties each Potential Shareholder may assign the rights and obligations hereunder shall be binding upon with respect to any Unsubscribed Shares that it is obligated to acquire pursuant to the Subscription Agreement and any Commitment Fee Shares that it is entitled to receive pursuant to the Subscription Agreement (and any Registrable Securities issued or obligate issuable with respect thereto) (collectively, the “Commitment Securities”) to any Person that (1) submits a Selling Shareholder Questionnaire on or prior to the Shareholder Submission Deadline, and (2) is obligated to acquire Unsubscribed Shares pursuant to the Subscription Agreement or is entitled to receive Commitment Fee Shares under the Subscription Agreement (a “Commitment Party”); provided that on or prior to the Shareholder Submission Deadline such Commitment Party executes a Joinder Agreement and delivers such Joinder Agreement to the Company; provided further that the Parties agree to permit transfers of Commitment Securities and assignments of the rights and obligations hereunder with respect to such Commitment Securities to any Person that is an Affiliate (as defined in the Subscription Agreement) of a Commitment Party or a Related Fund (as defined in the Subscription Agreement) of a Commitment Party so long such Commitment Party executes a Joinder Agreement and delivers such Joinder Agreement to the Company unless on or prior to the Initial Deadline and until complies with the requirements of the Depositary with respect to the transfer of Commitment Securities. (iii) Following the initial filing of the Resale Registration Statement and prior to the date on which the Company shall have received (i) submits a request to the SEC to declare the Resale Registration Statement effective, the Majority Investors may deliver one written notice of to the Company (the “Amendment Notice”, and the date on which such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory notice is delivered to the Company, the “Amendment Notice Date”) specifying a date by which any Person to be bound whom any Potential Shareholder transfers or assigns Registrable Securities following the Amendment Notice Date must submit a properly completed and duly executed Selling Shareholder Questionnaire to the Company if such Person desires to have such Registrable Securities included in the Resale Registration Statement (the “Subsequent Shareholder Submission Deadline”). In the event that the Majority Investors deliver the Amendment Notice, (1) each Potential Shareholder that is a Party as of the Amendment Notice Date that transfers or assigns all or a portion of the Registrable Securities that it holds on the Amendment Notice Date to any Person on or prior to the Subsequent Shareholder Submission Deadline, without the consent of the Company or any other person, may assign the rights and obligations hereunder with respect to the Registrable Securities so transferred or assigned to such Person, and (2) the Company will use commercially reasonable efforts to amend the Resale Registration Statement to include the Selling Shareholder Information provided by such Person as soon as practicable following the receipt by the terms Company of a properly completed and duly executed Selling Shareholder Questionnaire from such Person; provided, in each case, that such Potential Shareholder and such Person execute a Joinder Agreement and deliver such Joinder Agreement to the Company at or prior to the time of such transfer or assignment. (iv) Following the 60th calendar day after the initial filing of the Resale Registration Statement, if the Company has not submitted a request to the SEC to declare the Resale Registration Statement effective, in the event that a Potential Shareholder that is a Party as of the Shareholder Submission Deadline transfers or assigns all or a portion of the of the Registrable Securities that it holds to any Person that, after giving effect to such transfer or assignment such transfer or assignment, holds no fewer than 1,000,000 Registrable Securities, (1) such Potential Shareholder, without the consent of the Company or any other person, may assign the rights and obligations hereunder with respect to the Registrable Securities so transferred or assigned to such Person, and (2) the Company will use commercially reasonable efforts to amend the Resale Registration Statement to include the Selling Shareholder Information provided by such Person as soon as practicable following the receipt by the Company of a properly completed and duly executed Selling Shareholder Questionnaire from such Person; provided, in each case, that such Potential Shareholder and such Person execute a Joinder Agreement and deliver such Joinder Agreement to the Company at or prior to the time of such transfer or assignment. (v) Any Person that delivers a properly completed and duly executed Joinder Agreement to the Company in accordance with the provisions of this Agreement (which may Section 10(d) shall be accomplished by an addendum or certificate deemed to be a Potential Shareholder with all rights and obligations of joinder to a Potential Shareholder under this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may beif applicable, no Existing Holder may assign or delegate such Holder▇▇▇▇▇▇’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Warrant Agreement or any other applicable letter agreements between the Company and such Holder. After Notwithstanding and without prejudice to the expiration foregoing, the rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that is an affiliate (which includes any person who, directly or indirectly, controls, is controlled by, or is under common control with such Holder, including without limitation any general partner, managing member, officer or director of such Holder or any venture capital or private equity fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or advisor with, such Holder, where “control” means the possession, directly or indirectly, of the Founder Shares Lock-up Periodpower to direct the management and policies of a person whether through the ownership of voting securities, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, by contract or the Extension Unit Lock-up Period, as the case may be, the Holder may assign or delegate otherwise) of such Holder’s rights, duties or obligations under . The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, in whole express or in partimplied, is intended to confer upon any transfereeparty other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. For the avoidance of doubt, any entity or person into which a Holder may be merged or converted or with which it may be consolidated, or any entity or person resulting from any merger, conversion or consolidation to which a Holder shall be a party, shall be the successor of such Holder hereunder. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement EBC Founder Shares Lock-up Period, the Working Capital Unit New Holder Lock-up Period, Period or the Extension Unit Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After , the expiration of the Founder Shares Lock-up PeriodInsider Letter, the Private Placement Lock-up Period, Units Purchase Agreements and other applicable agreements (but only to the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, the extent such Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transfereeis a party thereto). 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit Lock-up PeriodHolders of Registrable Securities, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After . 5.2.2 Prior to the expiration of the Founder Shares Lock-up Up Period, the Private Placement New Holder Lock-up Period, Up Period or the Working Capital Unit JHL Holder Lock-up Period, or the Extension Unit Lock-up Up Period, as the case may be, the no Holder who is subject to any such lock-up period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable lock-up period, except in connection with a transfer of Registrable Securities by such Holder to any transfereea Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.