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

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or of Registrable Securities and their respective successors and permitted assignsany assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by If the Pubco Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Pubco Representative shall automatically become a party to this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and if it were the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementoriginal Pubco Representative hereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 5.2.1 This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by the Company in whole or in part. 5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such holder Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that with respect to the initial Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (i) each of the initial Holders shall be permitted to transfer its rights hereunder as the initial Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Holder (it being understood that no such transfer shall reduce or multiply any rights of such Holder or such transferees), and (ii) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor, which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities in conjunction with and held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the extent of any permitted transfer of Registrable Securities by any Sponsor or such holder. 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 hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. its successors, which shall include Permitted Transferees. 5.2.4 This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 5.2 of this Agreement. 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 of this Agreement and (b) the written agreement of the assignee, in a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Holders hereunder may not be freely assigned or delegated by such holder of Registrable Securities Holder except in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderHolder, 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 the Company agreeing to be bound by the 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. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.26.2. The rights 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 and (ii) the written agreement of the assignee, in a holder of Registrable Securities under this Agreement may be transferred by such a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securitiestransferee; provided, howeverthat such transfer is in compliance with the provisions of Section 6 of this Agreement; provided, further, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached as an Exhibit hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (30) 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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Amended and Restated Registration Rights Agreement and the rights, duties and obligations of ParentCo Parent hereunder may not be assigned or delegated by ParentCo Parent in whole or in part. This Amended and Restated Registration Rights 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 permitted transfer of Registrable Securities by any such holder. This Amended and Restated Registration Rights Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or holder of Registrable Securities and their respective successors and permitted assignsor of any assignee of the Investors or holder of Registrable Securities. This Amended and Restated Registration Rights Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.26.2. The rights No assignment by any party hereto of such party’s rights, duties, and obligations hereunder shall be binding upon or obligate Parent unless and until Parent shall have received (i) written notice of such assignment and (ii) the written assignment of the assignee, in a holder of Registrable Securities under this Agreement may be transferred by such a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedParent, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Amended and Restated Registration Rights Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum addendum or certificate of joinder to this Amended and Restated Registration Rights Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holderholder to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in the form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company, no later than thirty fifteen (3015) 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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holderholder to a Permitted Transferee. Any attempted assignment of this Agreement not in accordance with the terms of this Section 8.2 shall be void. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty fifteen (3015) 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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holderholder to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Stockholder hereunder may be freely assigned or delegated delegated, in whole or in part, without the consent of the Company, by such holder of Registrable Securities any Stockholder in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderStockholder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and the permitted assigns of any Stockholder or of any assignee of such Stockholder, or any entity that succeeds to substantially all of the assets and liabilities of such Stockholder. Notwithstanding anything in this Agreement to the holders contrary, the parties hereto agree that each of Registrable Securities GRH and their RGGPLS (a “Converting Entity”) shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock or member interests of the Converting Entity was beneficially owned (each of such actions, a “Conversion” and, the Converting Entity as so Converted into a limited liability company, “Newco”), and, that from and after such Conversion (i) Newco shall succeed to all of the rights and obligations of its respective successors Converting Entity under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and permitted assignsperform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to GRH or RGGPLS shall be deemed references to its respective Newco. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. (a) This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and whole or in part. (b) Prior to the extent expiration of any permitted the Share Lock-up Period or the GHV 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 any such holder. Holder to a Permitted Transferee (but subject to such Permitted Transferee, if required pursuant to Section 5.2, agreeing in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement). (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. applicable Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 this Agreement and this Section 8.2. The rights 6.2. (e) 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 6.1 and (ii) the written agreement of the assignee, in a holder of Registrable Securities under this Agreement may be transferred by such a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement). Any Transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo TopCo hereunder may not be assigned or delegated by ParentCo TopCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo TopCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo TopCo no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo ▇▇▇▇▇ in whole or in part. This Agreement and . (b) Prior to the expiration of the lock-up period in the applicable Lock-Up Agreement, no Holder may assign or delegate such Holder’s rights, duties and or obligations of the holders of Registrable Securities hereunder may be freely assigned under this Agreement, in whole or delegated by such holder of Registrable Securities in conjunction part, except in connection with and to the extent of any permitted a transfer of Registrable Securities by any such holder. Holder to a Permitted Transferee but only if such Permitted Transferee 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 Pubco agreeing to be bound by the 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. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 5.2 hereof. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate Pubco unless and until 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 holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedPubco, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. (a) This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and whole or in part. (b) Prior to the extent expiration of any permitted the Founder Shares Lock-up Period or the 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, the Private Placement Warrant Purchase Agreement or any other applicable letter agreements between the Company and such holder. Holder. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 6.02 hereof. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.01 hereof and (ii) the written agreement of the assignee, in a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement). Any transfer or assignment made other than as provided in this Section 6.02 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo CayCo hereunder may not be assigned or delegated by ParentCo C▇▇▇▇ in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4, Section 4 6.1.7, Section 6.5 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo CayCo a properly completed agreement agreement, to be bound by the terms of this Agreement substantially in form form, attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo CayCo, no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in partpart and shall be binding on its successors. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Shareholder hereunder may be freely assigned assigned, transferred or delegated by such holder of Registrable Securities the Shareholder, in whole or in part, in conjunction with and to the extent of any permitted transfer of Registrable Securities Restricted Shares to an affiliate of the Shareholder in accordance with applicable law, which affiliate agrees in writing to be subject to and bound by all duties and obligations set forth in this Agreement, whereupon any such holderassignee, transferee or delegable would have all rights, duties and obligations hereunder in addition to the Shareholder to the extent that the Shareholder continues to own Restricted Shares. This Agreement and the provisions hereof shall rights, duties and obligations of the Shareholder hereunder may be binding upon assigned, transferred or delegated by the Shareholder, in whole or in part, in conjunction with and shall inure to the benefit extent of each any permitted transfer of 1/3 or more of the parties hereto Shares issued to the Shareholder under the Deferral Agreement or if less, all the Restricted Shares then held by the Shareholder to a person or entity that is not an affiliate of the Shareholder in accordance with applicable law and their respective successors which person or entity agrees in writing to be subject to and assigns bound by all duties and obligations set forth in this Agreement, whereupon any such assignee, transferee or delegable would have all rights, duties and obligations hereunder; provided, however, that the holders rights, duties and obligations hereunder may not be assigned, transferred or delegated to a person that is not an affiliate of Registrable Securities and their respective successors and permitted assignsthe Shareholder may not be further assigned, transferred or delegated by such person. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part, unless Pubco first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Holder which is permitted by such Holder’s Lock-Up Agreement; provided that no assignment by any Holder of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holderholder to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.25.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Subject to Section 8.3, 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 permitted transfer of Registrable Securities by any such holder; provided, that Sections 6.1 – 6.5, 7, 8.4, 8.5, 8.6, 8.7 and 8.9 shall not be transferable or assignable to the transferee of Registrable Securities that received such Registrable Securities upon foreclosure of a Permitted Pledge. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.29.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securitiestransferee; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder the Company in whole or in part and shall be binding on its successors. Subject to the Realignment Agreement, this Agreement and the rights, duties and obligations of Registrable Securities the Shareholder hereunder may be assigned, transferred or delegated by the Shareholder, in whole or in part, in conjunction with and to the extent of any permitted transfer of Registrable Securities Restricted Shares to an affiliate of the Shareholder in accordance with applicable law , which affiliate agrees in writing to be subject to and bound by all duties and obligations set forth in this Agreement, whereupon any such holderassignee, transferee or delegatee would have all rights, duties and obligations hereunder in addition to the Shareholder to the extent that the Shareholder continues to own Restricted Shares. This Subject to the Realignment Agreement, this Agreement and the provisions hereof shall rights, duties and obligations of the Shareholder hereunder may be binding upon assigned, transferred or delegated by the Shareholder, in whole or in part, in conjunction with and shall inure to the benefit extent of each any permitted transfer of one-quarter (1/4) or more of the parties hereto Shares issued to the Shareholder under the Realignment Agreement or if less, all the Restricted Shares then held by the Shareholder to a person or entity that is not an affiliate of the Shareholder in accordance with applicable law and their respective successors which person or entity agrees in writing to be subject to and assigns bound by all duties and obligations set forth in this Agreement, whereupon any such assignee, transferee or delegatee would have all rights, duties and obligations hereunder; provided, however, that the holders rights, duties and obligations hereunder assigned, transferred or delegated to a person that is not an affiliate of Registrable Securities and their respective successors and permitted assignsthe Shareholder may not be further assigned, transferred or delegated by such person. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.1.

Assignment; No Third Party Beneficiaries. This Except as otherwise provided in this Section 8.1, this Agreement and the rights, duties and obligations of ParentCo hereunder any Party may not be assigned or delegated by ParentCo any Party in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto Parties and their respective successors and assigns and the holders of Registrable Securities Holders and their respective successors and permitted assigns. This Agreement A Person who is not intended a Party has no right (whether under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) or otherwise) to confer enforce any rights term of, or benefits on to enjoy any persons that are not party hereto benefit under, this Agreement, other than as expressly set forth in Section 4 and this Section 8.28.1. The rights rights, duties and obligations of a holder of Registrable Securities Holder under this Agreement may be transferred by such a holder Holder to a transferee Permitted Transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo PubCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an a “Addendum AgreementDeed of Adherence”), and the transferor shall have delivered to ParentCo PubCo no later than thirty (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 a Deed of Adherence shall constitute a permitted amendment of this Agreement. 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 Deed of Adherence or become a party hereto.

Assignment; No Third Party Beneficiaries. This (a) Except as otherwise set forth in this Section 10.09, the assignment of this Agreement and shall be governed by the rights, duties and obligations provisions of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations Section 10.8 of the holders Master Agreement. (b) The parties hereto agree as follows: (i) in the event the Company sells substantially all of Registrable Securities hereunder may be freely assigned or delegated by the Company Business (the “Company Divested Unit”) to a third party, Genworth shall remain obligated to continue to provide the Genworth Services to such holder of Registrable Securities in conjunction with and Company Divested Unit (but not otherwise to such third party acquirer) to the extent it was providing such Genworth Services immediately prior to such divestiture, pursuant to the terms of this Agreement, unless otherwise agreed upon by the parties hereto, (ii) in the event Genworth sells substantially all of any permitted transfer Genworth Business (a “Genworth Divested Unit”) to a third party, the Company shall remain obligated to continue to provide Company Services to such Genworth Divested Unit (but not otherwise to such third party acquirer) to the extent it was providing such Company Services immediately prior to such divestiture, pursuant to the terms of Registrable Securities this Agreement, unless otherwise agreed upon by any such holder. This Agreement and the provisions hereof parties hereto, (iii) in the event the Company acquires a business or portion thereof by merger, stock purchase, asset purchase, reinsurance or other means (a “Company Acquired Unit”), then Genworth shall be binding upon and shall inure obligated to provide the Genworth Services to such Company Acquired Unit, to the benefit extent applicable, pursuant to the terms of each of this Agreement, unless otherwise agreed upon by the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securitieshereto; provided, however, that in the event that the acquisition of a Company Acquired Unit results in a change in the volume or quantity of any Genworth Service which thereby causes a material change in Genworth’s cost to provide such transferee has executed Genworth Service, then the requirements of Section 5.01(b) shall apply, (iv) in the event Genworth acquires a business that engages in a business of the type engaged in by the Genworth Businesses (a “Genworth Acquired Unit”) then the Company shall be obligated to provide Company Services to such Genworth Acquired Unit, to the extent applicable, pursuant to the terms of this Agreement, unless otherwise agreed upon by the parties hereto; provided, however, that in the event that the acquisition of a Genworth Acquired Unit results in a change in the volume or quantity of any Company Service which thereby causes a material change in the Company’s cost to provide such Company Service, then the parties shall negotiate in good faith and delivered use their commercially reasonable efforts to ParentCo agree upon a properly completed agreement mutually agreeable adjustment to the relevant Service Charges to reflect such material changes. (c) Notwithstanding the requirements of Section 10.09(a) and 10.09(b) above, Genworth’s obligation to provide Services to a Company Divested Unit and the Company’s obligation (except under Section 2.01(b) with respect to the Canada Divested Unit) to provide Services to a Genworth Divested Unit shall be subject to (i) at the sole discretion of the Provider of the Services, the implementation of new Service Charges (solely with respect to Services to be provided to such Divested Unit) proposed by the Provider of such Services that are consistent with applicable market rates for such Services; (ii) the seller of such Divested Unit or the third party purchaser of such Divested Unit agreeing (directly with the Provider) to pay, or cause to be paid, any incremental fees or expenses incurred by the Provider in connection with establishing or transitioning the provision of such Services to the third party; (iii) obtaining any consents that are necessary to enable the Provider to provide the Services to the third party; provided, that Genworth and the Company shall each use commercially reasonable efforts to obtain any such consents; (iv) the third party purchaser of such Divested Unit agreeing (directly with the Provider) to any and all reasonable security measures implemented by the Provider in providing the Services as deemed necessary by the Provider to protect its Information Systems; and (v) the third party purchaser of such Divested Unit agreeing in writing (with each of Genworth and the Company) to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment all applicable provisions of this Agreement. (d) This Agreement is for the sole benefit of the parties to this Agreement and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Domesticated SPAC hereunder may not be assigned or delegated by ParentCo Domesticated SPAC in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo Domesticated SPAC a properly completed agreement agreement, to be bound by the terms of this Agreement substantially in form form, attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo Domesticated SPAC, no later than thirty (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, and transferor has agreed to be bound by any lock-up or transfer restrictions applicable to holder and such holder’s Registrable Securities. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This (a) Except as otherwise set forth in this Section 10.09, the assignment of this Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations shall require mutual agreement of the holders Parties. (b) The Parties hereto agree as follows: (i) in the event the Company sells substantially all of Registrable Securities hereunder may be freely assigned or delegated by the Company Business (the “Company Divested Unit”) to a third party, Genworth shall remain obligated to continue to provide the Genworth Services to such holder of Registrable Securities in conjunction with and Company Divested Unit (but not otherwise to such third party acquirer) to the extent it was providing such Genworth Services immediately prior to such divestiture, pursuant to the terms of this Agreement, unless otherwise agreed upon by the Parties hereto, (ii) in the event Genworth sells substantially all of any permitted transfer Genworth Business (a “Genworth Divested Unit”) to a third party, the Company shall remain obligated to continue to provide Company Services to such Genworth Divested Unit (but not otherwise to such third party acquirer) to the extent it was providing such Company Services immediately prior to such divestiture, pursuant to the terms of Registrable Securities this Agreement, unless otherwise agreed upon by any such holder. This Agreement and the provisions hereof Parties hereto, (iii) in the event the Company acquires a business or portion thereof by merger, stock purchase, asset purchase, reinsurance or other means (a “Company Acquired Unit”), then Genworth shall be binding upon and shall inure obligated to provide the Genworth Services to such Company Acquired Unit, to the benefit extent applicable, pursuant to the terms of each of this Agreement, unless otherwise agreed upon by the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesParties hereto; provided, however, that in the event that the acquisition of a Company Acquired Unit results in a change in the volume or quantity of any Genworth Service which thereby causes a material change in Genworth’s cost to provide such transferee has executed Genworth Service, then the requirements of Section 5.01(c) shall apply, (iv) in the event Genworth acquires a business that engages in a business of the type engaged in by the Genworth Businesses (a “Genworth Acquired Unit”) then the Company shall be obligated to provide Company Services to such Genworth Acquired Unit, to the extent applicable, pursuant to the terms of this Agreement, unless otherwise agreed upon by the Parties hereto; provided, however, that in the event that the acquisition of a Genworth Acquired Unit results in a change in the volume or quantity of any Company Service which thereby causes a material change in the Company’s cost to provide such Company Service, then the Parties shall negotiate in good faith and delivered use their commercially reasonable efforts to ParentCo agree upon a properly completed agreement mutually agreeable adjustment to the relevant Service Charges to reflect such material changes. (c) Notwithstanding the requirements of Section 10.09(a) and 10.09(b) above, Genworth’s obligation to provide Services to a Company Divested Unit and the Company’s obligation (except under Section 2.01(b) with respect to the Divested Units) to provide Services to a Genworth Divested Unit shall be subject to (i) at the sole discretion of the Provider of the Services, the implementation of new Service Charges (solely with respect to Services to be provided to such Divested Unit) proposed by the Provider of such Services that are consistent with applicable market rates for such Services; (ii) the seller of such Divested Unit or the third party purchaser of such Divested Unit agreeing (directly with the Provider) to pay, or cause to be paid, any incremental fees or expenses incurred by the Provider in connection with establishing or transitioning the provision of such Services to the third party; (iii) obtaining any consents that are necessary to enable the Provider to provide the Services to the third party; provided, that Genworth and the Company shall each use commercially reasonable efforts to obtain any such consents; (iv) the third party purchaser of such Divested Unit agreeing (directly with the Provider) to any and all reasonable security measures implemented by the Provider in providing the Services as deemed necessary by the Provider to protect its Information Systems; and (v) the third party purchaser of such Divested Unit agreeing in writing (with each of Genworth and the Company) to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment all applicable provisions of this Agreement. (d) This Agreement is for the sole benefit of the Parties to this Agreement and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders Holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.26.2. The rights of a holder Holder of Registrable Securities under this Agreement may be transferred by such a holder Holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement agreement, to be bound by the terms of this Agreement substantially in form form, attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company, no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and any of the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated delegated, in whole or in part, by such holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of any Registrable Securities Security by any such holderholder to a Permitted Transferee(s). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred transferred, in whole or in part, by such a holder to a transferee Permitted Transferee who acquires or holds any Registrable SecuritiesSecurity; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an a “Addendum AgreementJoinder”), and the transferor shall have delivered to ParentCo the Company no later than thirty five (305) days Business 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 transfereePermitted Transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement a Joinder shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder the Company in whole or in part, other than with the written consent of Holders representing a majority-in-interest of the Registrable Securities in conjunction with and Securities. Prior to the extent expiration of any permitted the Founder Shares Lock-up Period or the 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 any such holderHolder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders permitted assigns of Registrable Securities and their respective successors and permitted assignsthe Holder or of any assignee of the Holder, which shall include Permitted Transferees. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.27.2. The rights 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 and (ii) the written agreement of the assignee, in a holder of Registrable Securities under this Agreement may be transferred by such a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement). Any transfer or assignment made other than as provided in this Section 7.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement the Company without the prior written consent of each Holder, and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely not assigned or delegated by a Holder without the Company's prior written consent (which consent of the Company shall not unreasonably be withheld) except that without such holder consent a Holder may assign any or all of Registrable Securities its rights and obligations under this Agreement to any one or more of its Affiliates or to any "accredited investor" within the meaning of Regulation D of the Commission which is not an individual; provided, further, that without the consent of the Company any Holder from time to time may grant a participation in conjunction with all or part of the Note(s) of such Holder to any Person. In the event of any assignment of all or a portion of a Note as permitted by this Section 10.10, then at the request of the transferor or transferee Holder the Company shall issue replacement Note(s) reflecting the new ownership of the Notes and shall deliver such Notes to the extent appropriate Holder(s) against delivery to the Company for cancellation of the Note(s) being replaced, such issuance and delivery to be at the expense of the Company. By its acceptance of any permitted transfer assigned or replacement Note, each Holder that is not a Purchaser shall be deemed to have accepted and agreed to the rights and obligations conferred on the Holders by this Agreement and the other Note Documents. Any assignment or delegation of Registrable Securities rights, duties or obligations hereunder made by any such holderthe Company without the prior written consent of each Holder, shall be void and of no effect. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto Persons other than the parties hereto, except as expressly set forth in Section 4 and 8.2, this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires 9.10 or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this AgreementSection 9.16.

Assignment; No Third Party Beneficiaries. This Agreement (and the rights, duties rights and obligations of ParentCo 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 ParentCo (in whole or in part. This Agreement and ), without the rights, duties and obligations consent of Licensor: (a) to one or more corporations all of the holders outstanding capital stock of Registrable Securities hereunder may be freely assigned which is owned or delegated controlled by such holder Licensee or to one or more general or limited partnerships or limited liability companies owned or controlled by Licensee or the members of Registrable Securities in conjunction with and to Licensee, the extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement assignee agrees to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A and substance reasonably satisfactory to Licensor; (an “Addendum Agreement”b) for collateral purposes, to any person providing financing to Licensee or its Affiliates; or (c) to any third party to which 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 bound by the transferor terms of this Agreement; provided, however, that in connection with any assignment under subpart (c) Licensor’s consent shall have delivered be required, in its sole discretion, prior to ParentCo no later 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 thirty (30) days following 25% of its revenue, from the date 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 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 transferparties hereto and their successors and permitted assigns. Nothing in this Agreement, written notification of such transfer setting forth expressed or implied, is intended or shall be construed to confer upon any Person other than the name of the transferorparties and successors and assigns permitted by this Section 10.5 any right, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment remedy or claim under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part, unless the Company first provides Investors holding Registrable Securities at least ten (10) business days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless the Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of an Investor holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is not prohibited by such Investor’s Lock-Up Agreement; provided that no assignment by any Investor of its 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 holderassignment 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or holder of Registrable Securities and their respective successors and permitted assignsor of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement or, with respect to the Original Holders, the Letter Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or of Registrable Securities and their respective successors and permitted assignsany assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by If the Pubco Representative is replaced in accordance with the terms of the BCA, the replacement Pubco Representative shall automatically become a party to this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and if it were the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementoriginal Pubco Representative hereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo CayCo hereunder may not be assigned or delegated by ParentCo C▇▇▇▇ in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4, Section 4 6.1.7, Section 6.5 and this Section 8.27.2. The rights of a holder Holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo CayCo a properly completed agreement agreement, to be bound by the terms of this Agreement substantially in form form, attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo CayCo, no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. (a) This Agreement and the rights, duties and obligations of the holders Company hereunder may not be assigned by the Company in whole or in part. Prior to the expiration of Registrable Securities the Lock-Up Period, this Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such holder any Holder of Registrable Securities in conjunction with and to the extent of any permitted valid transfer of such Registrable Securities by any such holderHolder. Following the expiration of the Lock-Up Period, only the Sponsor and the Founder may assign or delegate their rights, duties and obligations hereunder in conjunction with and to the extent of any valid transfer of the Registrable Securities held by the Sponsor or Founder. (b) This Agreement and the rights, duties and obligations of the Founder hereunder may be freely assigned or delegated by the Founder to any Co-Investment Affiliate in conjunction with and to the extent of any valid assignment by the Founder to such Co-Investment Affiliate of the Founder's obligation to purchase the Co-Investment Units pursuant to the Co-Investment Agreement. (c) 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 4.01 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 4.02 shall be null and void. (d) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons that are not a party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement4.02.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesSecurities equal to at least five percent (5%) of the Registrable Securities held by the holders of Registrable Securities on the date hereof; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This 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 ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder such Note may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any permitted transfer of such Note by such Holder. Any such transferee of a Note (to the extent not an Initial Holder) (a “Subsequent Holder”) shall, in order for such Subsequent Holder’s Registrable Securities 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 or (ii) within the timeframe required under Section 3.3.1 hereof. This Agreement, or any such holderpurported assignment or delegation hereof, shall not confer any rights or benefits upon any Subsequent Holder who fails to comply with Section 3.3.1 hereof or this Section 6.1. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties parties, including each Subsequent Holder who becomes party hereto from time to time in accordance with this Section 6.1. Notwithstanding the foregoing and their respective successors 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 assigns outstanding. This Agreement and the holders rights, duties and obligations of Registrable Securities the Company and their respective successors and permitted assignsthe Partnership hereunder may not be assigned or delegated by the Company or the Partnership in whole or in part. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 Article V hereof and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Stockholder hereunder may be freely assigned or delegated delegated, in whole or in part, without the consent of the Company, by such holder of Registrable Securities any Stockholder in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderStockholder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and the permitted assigns of any Stockholder or of any assignee of such Stockholder, or any entity that succeeds to substantially all of the assets and liabilities of such Stockholder. Notwithstanding anything in this Agreement to the holders contrary, the parties hereto agree that each of Registrable Securities GRH and their RGGPLS (a "Converting Entity") shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock or member interests of the Converting Entity was beneficially owned (each of such actions, a "Conversion" and, the Converting Entity as so Converted into a limited liability company, "Newco"), and, that from and after such Conversion (i) Newco shall succeed to all of the rights and obligations of its respective successors Converting Entity under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and permitted assignsperform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to GRH or RGGPLS shall be deemed references to its respective Newco. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo TopCo hereunder may not be assigned or delegated by ParentCo TopCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo TopCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo TopCo no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part. This Prior to the expiration of the applicable lock-up period set forth in the Sponsor Parties Lock-Up 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 assumes such Holder’s rights and obligations under this Agreement upon his, her or its execution and delivery of a joinder agreement, in form and substance reasonably acceptable to Pubco, agreeing to be bound by the 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. No assignment by any party hereto of such party’s 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon or obligate Pubco unless and until Pubco shall inure have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in form and substance reasonably acceptable to Pubco, 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. (b) This Agreement shall be for the sole benefit of each of the parties hereto and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the holders of Registrable Securities parties hereto and their respective successors and permitted assigns. This Agreement is not intended to confer , any rights legal or benefits on equitable right, benefit or remedy of any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred nature whatsoever by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto acting as partners or participants in a joint venture.

Assignment; No Third Party Beneficiaries. This Except as otherwise provided in this Section 6.2, this Agreement and the rights, duties and obligations of ParentCo hereunder any Party may not be assigned or delegated by ParentCo any Party in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto Parties and their respective successors and assigns and the holders of Registrable Securities Holders and their respective successors and permitted assigns. This Agreement A Person who is not intended a Party has no right (whether under the Contracts (Rights of Third Parties) Act (As Revised) to confer enforce any rights term of, or benefits on to enjoy any persons that are not party hereto benefit under, this Agreement, other than as expressly set forth in Section 4 and this Section 8.26.2. The rights rights, duties and obligations of a holder of Registrable Securities Holder under this Agreement may be transferred by such a holder Holder to a transferee Permitted Transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo PubCo a properly completed agreement to be bound by the terms of this Agreement substantially in a form attached hereto as Exhibit A satisfactory to PubCo (an a “Addendum AgreementDeed of Adherence”), and the transferor or the transferee shall have delivered to ParentCo PubCo no later than thirty (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 a Deed of Adherence shall constitute a permitted amendment of this Agreement. A Permitted Transferee receiving Registrable Securities from a Sponsor Holder shall become a Sponsor Holder under this Agreement, and a Permitted Transferee receiving Registrable Securities from a Company Holder shall become a Company Holder under this Agreement. 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 Deed of Adherence or become a party hereto.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part. 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 permitted transfer of Registrable Securities by any such holder; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or holder of Registrable Securities and their respective successors and permitted assignsor of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by If the Purchaser Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Purchaser Representative shall automatically become a party to this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and if it were the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementoriginal Purchaser Representative hereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by the Company in whole or in part. Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such holder of Registrable Securities in conjunction Holder’s Permitted Transferees; provided that with and respect to the extent Legacy Scilex Equityholder and the Sponsor Equityholders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (x) the Legacy Scilex Equityholder shall be permitted to transfer its rights hereunder as a Legacy Scilex Equityholder to one or more affiliates or any direct or indirect partners, members or equity holders of the Legacy Scilex Equityholder (it being understood that no such transfer shall reduce any rights of the Legacy Scilex Equityholder or such transferees), and (y) the Sponsor Equityholders shall be permitted to transfer their rights hereunder as the Sponsor Equityholders to one or more of Registrable Securities by their respective affiliates or any direct or indirect partners, members or equity holders of the Sponsor Equityholders (it being understood that no such holdertransfer shall reduce any rights of the Sponsor Equityholders or such transferees). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assignsHolders, which shall include Permitted Transferees. This Agreement is shall not intended to confer any rights or benefits on any persons or entities that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 6.2 hereof. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Company hereunder may not be assigned or delegated by ParentCo Company in whole or in part, unless Company first provides Investors holding Registrable Securities at least ten (10) Business Days’ prior written notice; provided that no assignment or delegation by Company will relieve Company of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Company unless and until Company shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or of Registrable Securities and their respective successors and permitted assignsany assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part. This Agreement and . (b) Prior to the expiration of the lock-up period in the Sponsor Lock-Up Agreement, no Holder may assign or delegate such Holder’s rights, duties and or obligations of the holders of Registrable Securities hereunder may be freely assigned under this Agreement, in whole or delegated by such holder of Registrable Securities in conjunction part, except in connection with and to the extent of any permitted a transfer of Registrable Securities by any such holder. Holder to a Permitted Transferee but only if such Permitted Transferee assumes such ▇▇▇▇▇▇’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 Pubco agreeing to be bound by the terms and conditions of this Agreement as if such Person were a Holder, 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. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto Parties and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons Persons that are not party hereto Parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 5.2 hereof. (e) No assignment by any Party of such Party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate Pubco unless and until 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 holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedPubco, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. (a) This Agreement and the rights, duties and obligations all of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Parties and their respective successors and permitted assigns. This , but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, including by operation of law, without the prior written consent of the other Parties, except (i) in the case of Seller (A) to an Affiliate of Seller or a third party in connection with the transfer of any of the Retained Assets to such Affiliate or third party, or (B) to a lending institution or trustee in connection with a pledge or granting of a security interest in all or any part of any of the Retained Assets or this Agreement and (ii) in the case of Buyer (A) prior to the Closing, to one or more wholly-owned subsidiaries of Buyer or lending institutions or other institutional investors acting as lessor to Buyer or one or more wholly-owned subsidiaries of Buyer, so long as Guarantor shall have duly executed and delivered a guarantee of such assigned obligations in the form of the Guarantee Agreement and such assignment is for all of Buyer's rights, interests and obligations hereunder associated with the asset(s) subject to any such assignment, (B) to an Affiliate of Buyer in connection with the transfer of the Auctioned Assets to such Affiliate and (C) to a lending institution or trustee in connection with a pledge or granting of a security interest in the Auctioned Assets and this Agreement; PROVIDED, HOWEVER, that no assignment or transfer of rights or obligations by any Party shall relieve it from the full liabilities and the full financial responsibility, as provided for under this Agreement, unless and until the transferee or assignee shall agree in writing to assume such obligations and duties and the other Party has consented in writing to such assumption. (b) Nothing in this Agreement is not intended to confer upon any other person except the Parties any rights or benefits on remedies hereunder or shall create any persons that are not third party hereto other than as expressly set forth beneficiary rights in Section 4 and this Section 8.2any person, including, with respect to continued or resumed employment, any employee or former employee of Seller (including any beneficiary or dependent thereof). The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms No provision of this Agreement substantially shall create any rights in form attached hereto any such persons in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement except as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementexpressly provided for thereunder.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations all of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Parties and their respective successors and permitted assigns. This , but neither this Agreement is not intended nor any of the rights, interests or obligations hereunder shall be assigned by any Party, including by operation of law, without the prior written consent of the other Party, except (i) in the case of Seller (A) to confer an Affiliate of Seller or a third party in connection with the transfer of the Transmission System to such Affiliate or third party or (B) to a lending institution or trustee in connection with a pledge or granting of a security interest in all or any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 part of the Transmission System and this Section 8.2. The rights Agreement and (ii) in the case of Buyer (A) prior to the Closing, to one or more wholly-owned subsidiaries of Buyer or lending institutions or other institutional investors acting as lessor to Buyer or one or more wholly-owned subsidiaries of Buyer, so long as Buyer shall have duly executed and delivered the Guarantee Agreement and such assignment is for all of Buyer's rights, interests and obligations hereunder associated with the asset(s) subject to any such assignment, (B) to an Affiliate of Buyer in connection with the transfer of all or part of the Auctioned Assets to such Affiliate and (C) to a lending institution or trustee in connection with a pledge or granting of a holder of Registrable Securities under security interest in the Auctioned Assets and this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesAgreement; provided, however, that no assignment or transfer of rights or obligations by either Party shall relieve it from the full liabilities and the full financial responsibility, as provided for under this Agreement, unless and until the transferee or assignee shall agree in writing to assume such transferee obligations and duties and the other Party has executed and delivered consented in writing to ParentCo a properly completed agreement such assumption. (b) Nothing in this Agreement is intended to be bound by confer upon any other person except the terms Parties any rights or remedies hereunder or shall create any third party beneficiary rights in any person, including, with respect to continued or resumed employment, any employee or former employee of Seller (including any beneficiary or dependent thereof). No provision of this Agreement substantially shall create any rights in form attached hereto any such persons in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement except as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementexpressly provided for thereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. (a) This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and whole or in part. (b) Prior to the extent expiration of any permitted transfer the Lock-up Period, 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 any such holderHolder to a Permitted Transferee; provided, in each case, that such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. Following the expiration of the Lock-up Period, the rights granted to a Holder by the Company hereunder may be transferred or assigned (but only with all related obligations) by a Holder only to (i) a Permitted Transferee of such Holder, or (ii) a transferee or assignee that is a transferee or assignee of not less than 50,000 Registrable Securities (as presently constituted and subject to subsequent adjustments for share splits, share dividends, reverse share splits and the like); 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 the Company to be bound by and subject to the terms and conditions of this Agreement. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 this Agreement and this Section 8.26.2, except that the Founder Holders, severally and not jointly, shall be express third party beneficiaries of Section 2.2(b)(i) and Section 2.3(b). (e) 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 6.1 and (ii) the written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement. The rights Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void. (f) A Unitholder (as defined in the Merger Agreement) may be admitted as a Holder herein after the execution of this Agreement upon the receipt by the Company of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has duly completed and executed and delivered to ParentCo a properly completed written agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and substance satisfactory to the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this AgreementCompany.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations all of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Parties and their respective successors and permitted assigns. This , but neither this Agreement is not intended nor any of the rights, interests or obligations hereunder shall be assigned by any Party, including by operation of law, without the prior written consent of the other Party, except (i) in the case of Seller (A) to confer an Affiliate of Seller or a third party in connection with the transfer of the Transmission System to such Affiliate or third party or (B) to a lending institution or trustee in connection with a pledge or granting of a security interest in all or any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 part of the Transmission System and this Section 8.2. The rights Agreement and (ii) in the case of Buyer (A) prior to the Closing, to one or more wholly-owned subsidiaries of Buyer or lending institutions or other institutional investors acting as lessor to Buyer or one or more wholly-owned subsidiaries of Buyer, so long as Buyer shall have duly executed and delivered the Guarantee Agreement and such assignment is for all of Buyer's rights, interests and obligations hereunder associated with the asset(s) subject to any such assignment, (B) to an Affiliate of Buyer in connection with the 57 transfer of all or part of the Auctioned Assets to such Affiliate and (C) to a lending institution or trustee in connection with a pledge or granting of a holder of Registrable Securities under security interest in the Auctioned Assets and this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesAgreement; provided, however, that no assignment or transfer of rights or obligations by either Party shall relieve it from the full liabilities and the full financial responsibility, as provided for under this Agreement, unless and until the transferee or assignee shall agree in writing to assume such transferee obligations and duties and the other Party has executed and delivered consented in writing to ParentCo a properly completed agreement such assumption. (b) Nothing in this Agreement is intended to be bound by confer upon any other person except the terms Parties any rights or remedies hereunder or shall create any third party beneficiary rights in any person, including, with respect to continued or resumed employment, any employee or former employee of Seller (including any beneficiary or dependent thereof). No provision of this Agreement substantially shall create any rights in form attached hereto any such persons in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement except as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementexpressly provided for thereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations (a) No Party may assign any of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any its rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities 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 transferred by granted or withheld in the sole discretion of such a holder to a transferee who acquires or holds Registrable Securitiesother Party; provided, however, that this prohibition shall not limit a Party from merging into an entity provided that the company resulting from such transferee has executed and delivered to ParentCo a properly completed agreement merger agrees to be bound by this Agreement and all Transaction Documents; further provided, that any Party may assign its rights and obligations under this Agreement without the terms prior written consent of the 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 released from all liability and further obligations under or in 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 Agreement substantially in form attached hereto Section 9.01. In such case: (A) The RWE Transferee or RWE Transferees shall become “Replacement Seller” or “Replacement Sellers,” as Exhibit A (an “Addendum Agreement”)the case may be, and the transferor Replacement Seller or Replacement Sellers shall have delivered be deemed to ParentCo no later than thirty be a “Seller” or “Sellers” (30as may be applicable) days following hereunder from the date of this Agreement, mutatis mutandis; (B) references to “innogy SE” in (1) the transferfirst 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, written notification 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 RWE Transferees; provided that (A) a copy of the fully-executed Assignment of Agreement (Post-Closing) is delivered to Purchaser and (B) such RWE Transferee (if not RWE AG) is at the time of such transfer setting forth 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 name commercial register of such RWE Transferee. Upon the transferordelivery of a fully-executed Assignment of Agreement (Post-Closing) to Purchaser, Signing Sellers automatically shall be released from all liability and further obligations under this Agreement without further action; provided that nothing in the name and address foregoing shall release any liability for Fraud occurring prior to such transfer or any breach of this Section 9.01. In such case: (A) The RWE Transferee or RWE Transferees shall become “Replacement Seller” or “Replacement Sellers,” as the transfereecase may be, and Replacement Seller or Replacement Sellers shall be deemed to be a “Seller” or “Sellers” (as may be applicable) hereunder from the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment 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 Sellers,” mutatis mutandis. (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 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 loss transfer agreements (Gewinnabführungsverträge) to the effect that RWE Transferee will once again be connected to RWE AG through an unbroken chain of domination and/or profit (Beherrschungs-) and loss transfer agreements (Gewinnabführungsverträge). As used in this Section 9.01(c), “Coverage Period” shall mean the period that is the longer of (x) four (4) years after the Closing Date and (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. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securitiestransferee; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Lock-Up Shares hereunder may be freely assigned or delegated by such holder of Registrable Securities Lock-Up Shares only in conjunction with and to the extent of any permitted transfer Permitted Transfer of Registrable Securities Lock-Up Shares by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Lock-Up Shares and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2herein. The rights of a holder of Registrable Securities Lock-Up Shares under this Agreement may be transferred by such holder in connection with a holder Permitted Transfer to a transferee who acquires or holds Registrable SecuritiesLock-Up Shares; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Joinder Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty fifteen (3015) 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 Lock-Up Shares so transferred. The execution of an Addendum a Joinder Agreement shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Purchaser hereunder may not be assigned or delegated by ParentCo Purchaser in whole or in part, unless Purchaser first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Purchaser will relieve Purchaser of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Holder which is permitted by the Lock-Up Agreement; provided that no assignment by any Holder of its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Purchaser, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties (a) The rights and obligations of ParentCo hereunder may each Party shall not be assigned by any of the Parties hereto (whether by operation of law or delegated otherwise) without the prior written consent of the other Parties; provided, however, (i) Parent may assign its rights and obligations under this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by ParentCo Parent, as applicable, and (ii) an Investor may, without such prior written consent, assign its or his rights and obligations under this Agreement (in whole or in part) in connection with a Permitted Transfer of its or his Covered Securities; provided that no assignment by any Party shall relieve the assigning Party of any of its obligations hereunder. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall inure be construed as giving any Person, other than the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof. (b) There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the benefit of Parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except that (a) each of the parties hereto Other Investors and their respective successors Affiliates shall be a third-party beneficiary of Section 6.10(b) and assigns Section 6.10(d), (b) the Company shall be a third-party beneficiary of Article II, Article III and Section 6.1 to Section 6.3 and (c) each of the holders Guaranteed Investors shall be a third-party beneficiary of Registrable Securities the second sentence of Section 6.9(d) and their respective successors in each of (a), (b) and permitted assigns. This Agreement is not intended (c), such third-party beneficiaries shall be entitled to confer any rights seek specific performance of the terms thereof, including an injunction or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights injunctions to prevent breaches of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound terms by the terms of this Agreement substantially Parties hereto, in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered addition to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementany other remedy at law or in equity.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations all of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Parties and their respective successors and permitted assigns. This , but neither this Agreement is not intended nor any of the rights, interests or obligations hereunder shall be assigned by any Party, including by operation of law, without the prior written consent of the other Party, except (i) in the case of Seller (A) to confer an Affiliate of Seller or a third party in connection with the transfer of the Transmission System to such Affiliate or third party or (B) to a lending institution or trustee in connection with a pledge or granting of a security interest in all or any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 part of the Transmission System and this Section 8.2. The rights Agreement and (ii) in the case of Buyer (A) prior to the Closing, to a wholly-owned subsidiary so long as Buyer shall have duly executed and delivered the Guarantee Agreement and such assignment is for all of Buyer's rights, interests and obligations hereunder, (B) to an Affiliate of Buyer in connection with the transfer of the Auctioned Assets to such Affiliate and (C) to a lending institution or trustee in connection with a pledge or granting of a holder of Registrable Securities under security interest in the Auctioned Assets and this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesAgreement; provided, however, that no assignment or transfer of rights or obligations by either Party shall relieve it from the full liabilities and the full financial responsibility, as provided for under this Agreement, unless and until the transferee or assignee shall agree in writing to assume such transferee obligations and duties and the other Party has executed consented in writing to such assumption; provided, further, that such consent shall not be required with respect to any assignment by Buyer pursuant to subclause (ii)(A) above. (b) Notwithstanding any provision in this Agreement to the contrary, prior to the Closing Buyer may, with the prior written consent of Seller, assign its rights, interests or obligations hereunder to a special purpose entity for financing purposes in connection with the acquisition of the Auctioned Assets; provided, however, that no such assignment of rights, interests or obligations by Buyer shall relieve it from the full liabilities and delivered obligations hereunder unless Buyer shall deliver a guarantee agreement in form and substance satisfactory to ParentCo a properly completed agreement Seller in respect of such liabilities and obligations. (c) Nothing in this Agreement is intended to be bound by confer upon any other person except the terms Parties any rights or remedies hereunder or shall create any third party beneficiary rights in any person, including, with respect to continued or resumed employment, any employee or former employee of Seller (including any beneficiary or dependent thereof). No provision of this Agreement substantially shall create any rights in form attached hereto any such persons in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement except as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementexpressly provided for thereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Purchaser hereunder may not be assigned or delegated by ParentCo Purchaser in whole or in partpart without the written consent of the Investors holding at a majority-in-interest of the Registerable Securities held by all Investors and by holders of a majority-in-interest of the Founder Securities. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s Lock-Up Agreement as applicable; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Purchaser, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable the Founder Securities, to the permitted assigns of the Investors or holders of Founder Securities and their respective successors and permitted assignsor of any assignee of the Investors or holders of Founder Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than the Indemnified Parties and/or persons entitled to contribution rights as expressly set forth in Section 4 and permitted assigns under this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 5.2.1 This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the rights, duties and obligations of the Holders hereunder may not be freely assigned or delegated by such holder of Registrable Securities Holder except in conjunction with and to the extent of any permitted 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 the Company agreeing to be bound by the 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. 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 their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders. 5.2.4 This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may 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 transferred by 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 holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part, except in connection with the Business Combination and with the consent of each Investor 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 permitted transfer of Registrable Securities by any such holder; provided, however, that prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Units Lock-up Period (each as defined in the Letter Agreement, dated [●], 2025, by and between the Company, its officers and directors and the Sponsor) or any other lock-up period, as the case may be, no holder of Registrable Securities 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. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or holder of Registrable Securities and their respective successors and permitted assignsor of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securitiestransferee; provided, howeverthat such transfer is in compliance with the provisions of Section 6 of this Agreement; provided, further, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached as an Exhibit hereto as Exhibit A (an “"Addendum Agreement”"), and the transferor shall have delivered to ParentCo the Company no later than thirty (30) 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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may will not be assigned or delegated by ParentCo in whole or in part. This Agreement and any party hereto without the rights, duties and obligations prior written consent 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not other party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securitieshereto; provided, however, that such transferee has executed either Helix or Cal Dive may assign this Agreement in connection with a merger, consolidation, reorganization, sale of all or substantially all of its assets or similar transaction within the Helix Group or the Cal Dive Group, respectively, whether or not Helix or Cal Dive is the surviving entity. Except as provided in Article III and delivered Article VII with respect to ParentCo a properly completed agreement indemnified parties, this Agreement is for the sole benefit of the parties to be bound this Agreement, the members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Each Recipient will cause each member of its Recipient Group receiving Services hereunder to abide by the terms and conditions of this Agreement, and each Provider will cause each member of its Provider Group providing Services hereunder to abide by the terms and conditions 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 financial institutions or other lenders that are, from time to time, parties to the following Credit Agreement, as the same may be amended, restated, amended and restated, renewed, extended, supplemented, replaced, or refinanced from time to time: that certain Credit Agreement substantially in form attached hereto dated as Exhibit A (an “Addendum Agreement”)of June ___, 2006, by and among Helix Energy Solutions Group, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the transferor other Lenders and Agents party thereto. In connection with the foregoing, Cal Dive hereby (a) 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 any default by Helix under the Agreement which is not cured within any applicable grace or cure period, and (c) agrees that prior to terminating the 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 reasons therefor) and a reasonable opportunity to cure any underlying default (provided that the Administrative Agent shall have delivered no obligation to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementcure any default).

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of ParentCo PubCo hereunder may not be assigned or delegated by ParentCo PubCo in whole or in part. This Agreement and . (b) Prior to the expiration of the lock-up period in the applicable Lock-Up Agreement, no Holder may assign or delegate such Holder’s rights, duties and or obligations of the holders of Registrable Securities hereunder may be freely assigned under this Agreement, in whole or delegated by such holder of Registrable Securities in conjunction part, except in connection with and to the extent of any permitted a transfer of Registrable Securities by any such holder. Holder to a Permitted Transferee but only if such Permitted Transferee 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 PubCo agreeing to be bound by the 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. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 5.2 hereof. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate PubCo unless and until 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 holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedPubCo, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. This Agreement and the rightsExcept as otherwise provided in this Section 7.2, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This this Agreement and the rights, duties and obligations of the holders of Registrable Securities Company or any Sponsor Party hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company or any Sponsor Party in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderwhole or in part. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights rights, duties and obligations of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee Permitted Transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement. 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 become a party hereto.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 7.2.1 This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderwhole or in part. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto hereto, other than as expressly set forth in Section 4 and this Section 8.2. 7.2. 7.2.2 The rights of a holder of Registrable Securities an Investor under this Agreement with respect to such Investor’s Registrable Securities may be transferred or assigned by such a holder Investor only to a transferee who acquires or holds such Investor’s Registrable Securities; provided, however, provided that such transferee has executed must execute and delivered deliver to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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. 7.2.3 Any holder of two percent (2%) or more of the then-outstanding Company Class A Common Shares may, upon the written consent of the Company, become a party to this Agreement by executing and delivering a joinder agreement, in form and substance satisfactory to the Company, and thereafter shall be deemed an “Investor” for all purposes hereunder. Additionally, ▇▇▇▇ Spark, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any executive officer of the Target may become party to this Agreement by executing and delivering a joinder agreement, in form and substance satisfactory to the Company, and thereafter shall be deemed a “Target Party” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 7.2.4 The execution of an Addendum Agreement shall constitute a permitted amendment of this AgreementAgreement and the party executing such Addendum Agreement shall be deemed to be an “Investor” with respect to Registrable Securities held by such party for all purposes hereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This 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 ParentCo hereunder may 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 assigned or delegated by ParentCo included in whole 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 partconnection 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 holders of Registrable Securities Company and the Partnership hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company or the Partnership in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assignswhole or in part. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 Article V hereof and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 5.2.1 This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the rights, duties and obligations of the Holders hereunder may not be freely assigned or delegated by such holder of Registrable Securities Holder except in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder. Holder, provided, that such transferee shall only be admitted as a party hereunder and assume such ▇▇▇▇▇▇’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 the Company agreeing to be bound by the 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. 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 their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders. 5.2.4 This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may 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 transferred by 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 holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. This Agreement and the rights, duties and obligations of ParentCo Company hereunder may not be assigned or delegated by ParentCo Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit to a Permitted Transferee of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesPermitted Transferee; provided, however, that such transferee Permitted Transferee has executed and delivered to ParentCo Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This 6.2.1 Any Permitted Transferee of a Holder following the date hereof (an “Additional Holder”) shall be entitled to become a party to this Agreement as a Holder; provided that such Permitted Transferee or Additional Holder, as applicable, shall first sign an agreement in the form reasonably approved by the Corporation acknowledging that such Permitted Transferee or Additional Holder is bound by the terms and the rightsprovisions of this Agreement. Except as set forth in this Section 6.2.1, duties and obligations of ParentCo hereunder a Holder may not be assigned assign or delegated by ParentCo in whole transfer any of its rights or in partobligations under this Agreement. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Corporation hereunder may not be freely assigned or delegated by such holder the Corporation in whole or in part without the prior consent of the Holders of a majority of the Registrable Securities in conjunction with Securities, which consent shall not be unreasonably withheld. 6.2.2 All of the terms and to the extent provisions of any permitted transfer of Registrable Securities by any such holder. This this Agreement and the provisions hereof shall be binding upon and upon, shall inure to the benefit of each of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. 6.2.3 This Agreement will not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns and (including any Person that has a executed a joinder to this Agreement) 6.2.4 If the holders outstanding Common Stock of the Corporation is converted into or exchanged or substituted for other securities issued by any other Person, as a condition to the effectiveness of the merger, consolidation, reclassification, share exchange or other transaction pursuant to which such conversion, exchange, substitution or other transaction takes place, such other Person shall automatically become bound hereby with respect to such other securities constituting Registrable Securities and, if requested by the Holder or a Permitted Transferee, shall further evidence such obligation by executing and their respective successors delivering to such Holder and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of such Permitted Transferee a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed written agreement to be bound by the terms of this Agreement substantially such effect in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered substance satisfactory to ParentCo no later than thirty (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 shall constitute a permitted amendment of this AgreementHolder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by the Escrow Agreement and such Investor’s applicable Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or of Registrable Securities and their respective successors and permitted assignsany assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by If the Pubco Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Pubco Representative shall automatically become a party to this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and if it were the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementoriginal Pubco Representative hereunder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement. For the avoidance of doubt, upon any distribution of Registrable Securities by ITC Holdings to its members, only those distributees that are Investors shall be assigned any rights or obligations under this Agreement.

Assignment; No Third Party Beneficiaries. This Subject to contractual restrictions on transfer in the Investment Agreements and compliance with applicable securities laws, this Agreement and the rights, duties and obligations hereunder conferred to any Holder shall inure to the benefit of ParentCo hereunder may 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 (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 assigned included in any Registration Statement filed pursuant to the terms of this Agreement, furnish to the Company a completed Holder Questionnaire, either (i) within the timeframe required under Section 3.3.1 hereof or delegated by ParentCo (ii) in whole accordance with Section 2.2 or (iii) in partaccordance with Section 2.3 hereof. Notwithstanding the foregoing and for the avoidance of doubt, this Agreement shall not confer any rights or benefits upon 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 holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assignswhole or in part. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 Article V hereof and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Holders hereunder may not be freely assigned or delegated by such holder of Registrable Securities Holder except in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderHolder, 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 the Company agreeing to be bound by the 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. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons or entities that are not party hereto other than as expressly set forth in Section 4 Article IV and this Section 8.27.01. The rights 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 (a) written notice of such assignment and (b) the written agreement of the assignee, in a holder of Registrable Securities under this Agreement may be transferred by such a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement). Any transfer or assignment made other than as provided in this Section 7.01 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit to a Permitted Transferee of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.27.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesPermitted Transferee; provided, however, that such transferee Permitted Transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part, unless Pubco first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the No Holder may assign or delegate such ▇▇▇▇▇▇’s rights, duties and or obligations of the holders of Registrable Securities hereunder may be freely assigned under this Agreement, in whole or delegated by such holder of Registrable Securities in conjunction part, except in connection with and to the extent of any permitted a transfer of Registrable Securities by any such holderHolder to a Permitted Transferee upon receipt by Pubco of (A) written notice from such Holder stating the name and address of the transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (B) a written agreement from such Permitted Transferee, in a form reasonably satisfactory to Pubco, agreeing to become bound by the transfer restrictions set forth in this Agreement (which shall be accomplished by executing a jointer to this Agreement in the form of Exhibit A attached hereto). A Permitted Transferee of Registrable Securities who satisfies the conditions set forth in this Section 5.4 shall henceforth be a “Holder” for purposes of this Agreement. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assignsHolders, which shall include Permitted Transferees. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and Section. Any transfer or assignment made other than as provided in this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may 5.4 shall be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed null and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementvoid.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties (a) The rights and obligations of ParentCo hereunder may each Party shall not be assigned by any of the Parties hereto (whether by operation of law or delegated otherwise) without the prior written consent of the other Parties; provided, however, (i) Parent may assign its rights and obligations under this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by ParentCo Parent, as applicable, and (ii) the Investor may, without such prior written consent, assign his rights and obligations under this Agreement (in whole or in part) in connection with a Permitted Transfer of his Covered Securities; provided that no assignment by any Party shall relieve the assigning Party of any of its or his obligations hereunder. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall inure be construed as giving any Person, other than the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof. (b) There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the benefit of Parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except that (a) each of the parties hereto Other Investors and their respective successors Affiliates shall be a third-party beneficiary of Section 6.11(b), (b) the Company shall be a third-party beneficiary of Article II, Article III and assigns Section 6.1 to Section 6.3 and (c) each of the holders Bain Guarantors shall be a third-party beneficiary of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”6.10(b), and the transferor in each of (a), (b) and (c), such third-party beneficiaries shall have delivered be entitled to ParentCo no later than thirty (30) days following the date seek specific performance of the transferterms thereof, written notification including an injunction or injunctions to prevent breaches of such transfer setting forth terms by the name of the transferorParties hereto, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreementin addition to any other remedy at law or in equity.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesSecurities (i) equal to at least one percent (1%) of the Registrable Securities held by the holders of Registrable Securities on the date hereof; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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, and (ii) in accordance with the terms and conditions of that certain letter agreement, dated July 16, 2014, by and among TRTL and the other parties thereto. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holderholder to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty (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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Pubco hereunder may not be assigned or delegated by ParentCo Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless the SPAC Representative and Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement and in accordance with all applicable Laws; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or of Registrable Securities and their respective successors and permitted assignsany assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 7.2.1 This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by the Company, in whole or in part, without the prior written consent of the other parties. 7.2.2 Subject to Article V, a Holder may assign or delegate such holder Holder’s rights, duties or obligations under this Agreement in respect of such Holder’s Registrable Securities, in whole or in part, to any Person to whom it Transfers Registrable Securities; provided, that such Registrable Securities remain Registrable Securities following such Transfer and such Person agrees to become bound by the terms and provisions of this Agreement by executing and delivering an Addendum Agreement substantially in conjunction with and the form of Exhibit A hereto or such other form as is reasonably acceptable to the extent Company; provided, that no Holder may assign any rights under Article VI (including the right to a Designated Director) to any other Person (other than a Permitted Transferee), although for the avoidance of doubt, any permitted transfer such Person shall be subject to the obligations set forth in Article VI. 7.2.3 No Company Investor (including, for the avoidance of doubt, a Principal Investor or Designating Investor) may assign or delegate any of its (or his or her) rights, duties or obligations under this Agreement without the prior written consent of the Company, provided, that such Company Investor may assign or delegate any of its rights, duties and obligations to a Permitted Transferee of such Company Investor to which such Company Investor Transfers any of its (or his or her) Registrable Securities by any subject to, and in accordance with, Article V, provided, further, that the Company shall have received written notice of such holder. This Agreement assignment and the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions hereof of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). 7.2.4 Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto Parties and their respective permitted successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 7.2 shall be null and void, ab initio. 7.2.5 This Agreement is shall not intended to confer any rights or benefits on any persons Persons that are not parties hereto, provided that (i) the Persons entitled to indemnification pursuant to Section 4.1 shall be express third-party hereto other than as expressly set forth in beneficiaries of Section 4 4.1, (ii) the Principal Investor Indemnitees (including each Designated Director) shall be express third-party beneficiaries of Section 6.4, (iii) each Designated Director shall be an express third-party beneficiary of Section 6.2, Section 6.3 and Section 6.5 and (iii) each of the foregoing Persons shall be an express third-party beneficiary of this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement7.2.5.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. (a) This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and whole or in part. (b) Prior to the extent expiration of any permitted the lock-up period in the applicable Lock-Up 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 any such holder. Holder to a Permitted Transferee but only if such Permitted Transferee 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 the Company agreeing to be bound by the 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. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assigns. Holders, which shall include Permitted Transferees. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 5.2 hereof. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by 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 holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of 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. This No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties, except that Parent may assign any of its rights and delegate any of its obligations under this Agreement (a) to any Affiliate of Parent, and (b) in connection with the sale of all or substantially all of the capital stock or assets of or any business combination transaction involving Parent or any of its Subsidiaries, and Parent may collaterally assign its rights hereunder to any financial institution providing financing to Parent in connection with the transactions contemplated hereby or otherwise; provided, that, Parent provides written notice to the Seller Representative of such assignment and, in the event of an assignment of Parent's obligations hereunder, the assignee thereof agrees in writing to be bound as Parent and the rights, duties Surviving Company hereunder and obligations provided further that no such assignment or delegation shall relieve Parent of ParentCo hereunder may not be assigned any obligation or delegated by ParentCo in whole or in partliability hereunder. 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 Subject to the extent of any permitted transfer of Registrable Securities by any such holder. This preceding sentence, this Agreement and the provisions hereof shall will apply to, be binding upon in all respects upon, and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assignsassigns of the Parties. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than Except as expressly set forth herein, nothing in Section 4 and this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a permitted successor or assignee pursuant to this Section 8.2. The rights 7.2 and except that (i) the Seller Indemnified Persons (acting solely through the Seller Representative) and Parent Indemnified Persons are express third party beneficiaries of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms Article VI of this Agreement substantially in form attached hereto as Exhibit A and (an “Addendum Agreement”), ii) the Lenders (acting solely through the Seller Representative) are third party beneficiaries of their rights to receive amounts due and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment payable under Article I of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in partpart less the Company first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or holder of Registrable Securities and their respective successors and permitted assignsor of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.26.2. The rights of a Any additional holder of Registrable Securities under may become party to this Agreement may be transferred by such executing and delivering a holder joinder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed the Company and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially Investors in form attached hereto as Exhibit A and substance reasonably satisfactory to the Company.” (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (30u) days following the date Section 6.3 of the transfer, written notification of such transfer setting forth Original Agreement is hereby amended to delete the name of the transferor, the name and address of the transfereeCompany and provide that the following address shall be used for notices to Pubco or the Company thereunder: If to Pubco or the Company to: NWTN Inc. ▇▇.▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ Attn: Baoji Su Telephone No.: +▇▇ ▇▇▇-▇▇▇▇▇▇▇▇ Email: ▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy (which will not constitute notice) to: Linklaters LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Telephone No.: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ and a copy to: Linklaters LLP ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ SAR Facsimile No.: +▇▇▇ ▇▇▇▇ ▇▇▇▇ Telephone No.: +▇▇▇ ▇▇▇▇ ▇▇▇▇ (v) Section 6.8 of the Original Agreement is hereby amended by adding the following sentence after the first sentence in Section 6.8: “The use of the word “including”, “include” or “includes” in this Agreement shall be by way of example rather than by limitation, and shall be deemed in each case to be followed by the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreementwords “without limitation”.”

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations all of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Parties and their respective successors and permitted assigns. This , but neither this Agreement is not intended nor any of the rights, interests or obligations hereunder shall be assigned by any Party, including by operation of law, without the prior written consent of the other Party, except (i) in the case of Seller (A) to confer an Affiliate of Seller or a third party in connection with the transfer of the Transmission System to such Affiliate or third party or (B) to a lending institution or trustee in connection with a pledge or granting of a security interest in all or any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 part of the Transmission System and this Section 8.2. The rights Agreement and (ii) in the case of Buyer (A) prior to the Closing, to a wholly-owned subsidiary so long as Buyer shall have duly executed and delivered the Guarantee Agreement and such assignment is for all of Buyer's rights, interests and obligations hereunder, (B) to an Affiliate of Buyer in connection with the transfer of the Auctioned Assets to such Affiliate and (C) to a lending institution or trustee in connection with a pledge or granting of a holder of Registrable Securities under security interest in the Auctioned Assets and this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable SecuritiesAgreement; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound no assignment or transfer of rights or obligations by either Party shall relieve it from the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), full liabilities and the transferor full financial responsibility, as provided for under this Agreement, unless and until the transferee or assignee shall have delivered agree in writing to ParentCo no later than thirty (30) days following the date of the transfer, written notification of assume such transfer setting forth the name of the transferor, the name obligations and address of the transferee, duties and the number of Registrable Securities so transferred. The execution of an Addendum Agreement other Party has consented in writing to such assumption; provided, further, that such consent shall constitute a permitted amendment of this Agreement.not be required with respect to any assignment by Buyer pursuant to subclause

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo SPAC hereunder may not be assigned or delegated by ParentCo SPAC in whole or in partpart without the written consent of the Investors holding at a majority-in-interest of the Registerable Securities held by all Investors and by holders of a majority-in-interest of the Founder Securities. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s Lock-Up Agreement as applicable; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate SPAC unless and until SPAC shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to SPAC, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable the Founder Securities, to the permitted assigns of the Investors or holders of Founder Securities and their respective successors and permitted assignsor of any assignee of the Investors or holders of Founder Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part. 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 permitted transfer of Registrable Securities by any such holderholder to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo the Company no later than thirty fifteen (3015) 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 shall constitute a permitted amendment of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo Purchaser hereunder may not be assigned or delegated by ParentCo Purchaser in whole or in part, unless Purchaser first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Purchaser will relieve Purchaser of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Purchaser, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Investors or of Registrable Securities and their respective successors and permitted assignsany assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by If the Purchaser Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Purchaser Representative shall automatically become a party to this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and if it were the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementoriginal Purchaser Representative hereunder.

Assignment; No Third Party Beneficiaries. This Except as otherwise contemplated herein, no Party may assign its rights or obligations under this Agreement to any Person without the prior written consent of the other Parties; provided, however, that from and after the rights, duties Closing the Purchaser Agent may assign all of its rights and obligations under this Agreement to (i) any one of ParentCo hereunder may its Affiliates, (ii) any one Purchaser, and (iii) any Person to whom any Participation Interests are transferred in compliance with the Purchase Agreement, in any case without the consent of any other Parties; provided, further, that, for so long as no Termination Event (other than a Termination Event in connection with a Change of Control) has occurred and is continuing, the Purchaser Agent shall not assign any such rights or obligations to a Direct Competitor; and provided, further, that, in the event Purchaser Agent assigns or transfers its rights under this Agreement to a Person not an Affiliate of the Purchaser Agent, without the Seller’s consent, then the provisions set forth in this Agreement setting forth the obligation of any Purchaser to purchase any Eligible Participations and any obligation of Seller to offer any Eligible Participations for sale to any Purchaser shall be assigned terminated, but all of the other provisions set forth in this Agreement shall survive until the final and complete payment of Collections by the Servicer to the Purchaser Parties (including any such transferees or delegated by ParentCo in whole assignees) with respect to all Eligible Participations remaining as of the date of such transfer or in partassignment. 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 permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities Parties and their respective successors and permitted assigns. This Nothing in this Agreement is not intended or shall be construed to confer any rights or benefits on upon any persons that are not party hereto Person other than the Parties, except and as expressly set forth provided in Section 4 and this Section 8.27.3. The rights of a holder of Registrable Securities under this Agreement may Notwithstanding the foregoing, each Purchaser shall be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms an intended third-party beneficiary of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor each such Purchaser shall have delivered be entitled to ParentCo no later than thirty (30) days following the date enforce its provisions and to avail themselves of the transferbenefits of any remedy for any breach of its provisions, written notification of all to the same extent as if 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 shall constitute a permitted amendment of Purchasers were signatories to this Agreement, in each case by and through Purchaser Agent.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This Agreement and the rights, duties and obligations (a) Any member of the holders of Registrable Securities hereunder Holders Group may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any assign its rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred (but only with all related obligations) in connection with a transfer of Common Shares held by such a holder it to a transferee who acquires any Affiliate or holds Registrable Securities; any other member of the Holders Group or their Affiliates, provided, however, that (i) such transferor must remain party hereto in respect of any Common Shares, as applicable, remaining held by it and (ii) the transferee to which the assignment is being made has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such transferee has executed and delivered to ParentCo a properly completed agreement to will be bound by, and will be a party to, this Agreement. Except as aforesaid, this Agreement shall not be assigned by (x) any Holder, or any transferee of such Holder to whom rights were assigned pursuant to this Section 6.6(a), without the terms prior written consent of the Company or (y) the Company without the prior written consent of the Holders. (b) Any member or members of the Holders Group may assign its or their rights under Section 3.1 of this Agreement substantially (but only with all related obligations) in connection with a transfer of Common Shares held by it or them to any third party, provided, however, that (i) such transfer shall represent a transfer of 10% or more of the issued and outstanding Common Shares to a single transferee or a group of transferees acting jointly or in concert; and (ii) eachsuch transferee to which the assignment is being made has delivered to the Company a written acknowledgment and agreement in form attached hereto and substance reasonably satisfactory to the Company that such transferee will be bound by, and will be a party to, this Agreement. Except as Exhibit A aforesaid, this Agreement shall not be assigned by (an “Addendum Agreement”x) any Holder, or any transferee of such Holder to whom rights were assigned pursuant to this Section 6.6(b), and without the transferor shall have delivered to ParentCo no later than thirty (30) days following the date prior written consent of the transfer, Company or (y) the Company without the prior written notification of such transfer setting forth the name consent of the transferorHolders. (c) Except as provided in Article 3 of Schedule A with respect to indemnification, this Agreement is for the name and address sole benefit of the transfereeParties and their successors and permitted assigns and nothing in this Agreement, and the number express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment any nature whatsoever under or by reason of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rightsExcept as provided in this Section 6.2, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. This this Agreement and the rights, duties and obligations of the holders Parent hereunder may not be assigned or delegated by the Parent or the Member Holders or other parties in whole or in part. Provided that the proposed permitted transferee agrees to execute a Joinder Agreement in substantially the form attached hereto as Exhibit A(to the extent such party executes and delivers a Joinder Agreement, a “Joining Stockholder”), this Agreement and the rights, duties and obligations of Registrable Securities hereunder a Member Holder (including EHL’s right to request the First Registration) may be freely assigned or delegated by such holder of Registrable Securities Member Holder in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderholder of Registrable Securities, securities of Parent or any subsidiary exchangeable, convertible or exercisable for Registrable Securities, securities issued in connection with a combination of securities, conversion, exchange, replacement, recapitalization, merger, consolidation, or other reorganization or otherwise in exchange for Registrable Securities or that would otherwise represent beneficial ownership of Registrable Securities, including without limitation the New Crumbs Class B Exchangeable Units. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns of the Member Holders or of any assignee of the Member Holders. Parties other than the Member Holders may assign their rights, duties and obligations under this Agreement only with the holders written consent of Registrable Securities and their respective successors and permitted assignsthe Parent. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.26.2. The rights A Member Holder that is part of a holder of Registrable Securities under Member Group may designate a Joining Stockholder as a “Designated Transferee” with respect to its Member Group in connection with a transfer contemplated by this Agreement may be transferred Section 6.2 by such a holder Member Holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this AgreementJoining Stockholder.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part, unless the Company first provides Holders holding Registrable Securities at least ten (10) Business Days’ prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Holder which is permitted by such Holder’s applicable Lock-Up Agreement; provided that no assignment by any Holder of its 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 holderassignment 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section Article 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo the Company hereunder may not be assigned or delegated by ParentCo the Company in whole or in part, unless the Company first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Holder which is permitted by the Lock-Up Agreement; provided that no assignment by any Holder of its 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 holderassignment 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and parties, to the permitted assigns and of the holders Holders or of Registrable Securities and their respective successors and permitted assignsany assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 8.26.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by If the Malacca Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Malacca Representative shall automatically become a party to this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and if it were the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreementoriginal Malacca Representative hereunder.

Assignment; No Third Party Beneficiaries. This No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties, except that Parent may assign any of its rights and delegate any of its obligations under this Agreement (a) to any Affiliate of Parent, and (b) in connection with the sale of all or substantially all of the capital stock or assets of or any business combination transaction involving Parent or any of its Subsidiaries, and Parent may collaterally assign its rights hereunder to any financial institution providing financing to Parent in connection with the transactions contemplated hereby or otherwise; provided, that, Parent provides written notice to the Seller Representative of such assignment and, in the event of an assignment of Parent’s obligations hereunder, the assignee thereof agrees in writing to be bound as Parent and the rights, duties Surviving Company hereunder and obligations provided further that no such assignment or delegation shall relieve Parent of ParentCo hereunder may not be assigned any obligation or delegated by ParentCo in whole or in partliability hereunder. 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 Subject to the extent of any permitted transfer of Registrable Securities by any such holder. This preceding sentence, this Agreement and the provisions hereof shall will apply to, be binding upon in all respects upon, and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assignsassigns of the Parties. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than Except as expressly set forth herein, nothing in Section 4 and this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a permitted successor or assignee pursuant to this Section 8.2. The rights 7.2 and except that (i) the Seller Indemnified Persons (acting solely through the Seller Representative) and Parent Indemnified Persons are express third party beneficiaries of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms Article VI of this Agreement substantially in form attached hereto as Exhibit A and (an “Addendum Agreement”), ii) the Lenders (acting solely through the Seller Representative) are third party beneficiaries of their rights to receive amounts due and the transferor shall have delivered to ParentCo no later than thirty (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 shall constitute a permitted amendment payable under Article I of this Agreement.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of ParentCo hereunder may not be assigned or delegated by ParentCo in whole or in part. ​ (a) This Agreement and the rights, duties and obligations of the holders of Registrable Securities Company hereunder may not be freely assigned or delegated by such holder of Registrable Securities the Company in conjunction with and whole or in part. ​ (b) Prior to the extent expiration of any permitted the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Investor may assign or delegate such Investor’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Investor 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 or the Private Placement Lock-up Period, as the case may be, the Investor may assign or delegate such Investor’s rights, duties or obligations under this Agreement, in whole or in part, to any such holdertransferee. ​ (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective its successors and the permitted assigns and of the holders of Registrable Securities and their respective successors and permitted assignsInvestors, which shall include Permitted Transferees. ​ (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Section 4 and this Section 8.2. The rights of a holder of Registrable Securities under this Agreement may and Section 5.02 hereof. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be transferred by binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.01 hereof and (ii) the written agreement of the assignee, in a holder form reasonably satisfactory to a transferee who acquires or holds Registrable Securities; providedthe Company, however, that such transferee has executed and delivered to ParentCo a properly completed agreement to be bound by the terms and provisions of this Agreement substantially in form attached hereto as Exhibit A (which may be accomplished by an “Addendum Agreement”), and the transferor shall have delivered addendum or certificate of joinder to ParentCo no later than thirty (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 shall constitute a permitted amendment of this Agreement.). Any transfer or assignment made other than as provided in this Section 5.02 shall be null and void. ​