Common use of Support of Transaction Clause in Contracts

Support of Transaction. (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable efforts to (i) take, or cause their respective Affiliates to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the same, and (ii) to take such action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with the transactions contemplated by this Agreement.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, Acquiror and the Company shall each, and each shall cause its Subsidiaries to, (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable best efforts to (i) takeobtain all material consents and approvals of third parties that any of Acquiror, or cause the Company or their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the sameMerger, and (iib) to take such other action as may be reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII Article X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. (b. In furtherance, and not in limitation, of the foregoing, in the event that it becomes reasonably apparent to the Parties that the condition set forth in Section 10.3(d) Sellers will not be satisfied, Acquiror shall use commercially reasonable effortsefforts to enter into Non-Redemption Agreements or similar agreements, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers as may be necessary to satisfy the condition set forth in Section 10.3(d). Notwithstanding anything to the extent commercially reasonable to do socontrary contained herein, to give at (i) no action taken by the earliest practicable date all notices Company under and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date furtherance of this Agreement; provided further that none Section 9.3 will constitute a breach of Buyer nor Section 7.1, (ii) no action taken by Acquiror or Merger Sub under and in furtherance of this Section 9.3 will constitute a breach of Section 8.5 and (iii) in no event shall Acquiror, Merger Sub or the Company be obligated to bear any of its Affiliates shall be required to satisfy expense or pay any portion of amount (except for any filing or registration fee with a fee Governmental Authority) or payment, or incur grant any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person concession in connection with obtaining any such consents or approvals. 10. Section 11.1(b)(ii) of the transactions contemplated by this Agreement.Agreement is hereby amended to modify the date defined as the “Outside Date” therein, to read as follows:

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of Doge and TZUP with respect to the notifications, filings, reaffirmations and applications described in Section 7.03, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, TZUP and Doge shall each, each shall cause their respective Subsidiaries to, and Doge to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental, regulatory and other consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of TZUP, Doge, or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated Transactions; provided that, to the extent agreed to in writing by this AgreementTZUP, Doge shall not be required to seek any such required consents or approvals of third-party counterparties to assist and cooperate Material Contracts with the other Parties in doing Doge or causing to be done the sameits Subsidiaries, and (iic) to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to . Notwithstanding the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvalsforegoing, in each caseno event shall TZUP, that would be required as a result ofMerger Sub, or to consummateDoge, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall Subsidiaries, be required obligated to satisfy bear any portion of a material expense or pay any material fee or paymentgrant any material concession in connection with obtaining any consents, authorizations or incur approvals pursuant to the terms of any expenseContract to which Doge, necessary to obtain such consent any of its Subsidiaries is a party or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person required in connection with the transactions contemplated by this Agreementconsummation of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article VIII or Article IX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate the Transactions; provided that, Holdings and make effective the transactions contemplated by this Agreement, Company shall not be required to seek any such required consents or approvals of third party counterparties to assist and cooperate Material Contracts with the other Parties Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in doing or causing to be done writing by the sameCompany, and (iic) to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII the other Party set forth in Article XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to . Notwithstanding the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvalsforegoing, in each caseno event shall Acquiror, that would be required as a result ofMerger Sub, or to consummateHoldings, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on Company or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall Subsidiaries be required obligated to satisfy bear any portion of a material expense or pay any material fee or paymentgrant any material concession in connection with obtaining any consents, authorizations or incur approvals pursuant to the terms of any expense, necessary Contract to obtain such consent which the Company or approval, other than de minimis administrative fees and expenses. (c) Except as any of its Subsidiaries is a party or otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person required in connection with the transactions contemplated consummation of the Transactions. Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company, Holdings or any of their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Class A Common Stock at any time prior to the Closing; provided that, the Company and Holdings shall cause all shares so acquired that are owned by this Agreementthe Company, Holdings or any of their respective Subsidiaries or Affiliates as of the record date established pursuant to Section 10.02(b) to be voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. (a) Subject to Without limiting any covenant contained in Article IV or Article V, Purchaser and Seller shall each, and Seller shall cause the other terms and conditions of this Agreement, Buyer and Sellers shall Companies to: (a) use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all consents and approvals of third parties that any of Purchaser, Seller or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the same, and (iic) to take such other action as may be reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of ARTICLE Article VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Purchaser, Seller, the Companies or any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any of the Companies is a party. (b) Sellers Purchaser and Seller shall use commercially reasonable efforts, and Buyer shall, and each shall cause its Affiliates to, cooperate with Sellers to give the extent commercially reasonable to do so, to give at other reasonably detailed written notice promptly upon learning of the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, occurrence of any event that would be required as cause or constitute a result ofbreach, or that would have caused a breach had such event occurred or been known to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required such party prior to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none , of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee representations or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenseswarranties in this Agreement. (c) Except as otherwise expressly set forth hereinPurchaser and Seller shall each promptly notify the other in writing upon: (i) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder, each Party shall be solely responsible for its own costs and fees payable to or (ii) receiving any notice from any Governmental Authority of its intention to institute an investigation into, or other Person in connection with institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions contemplated by or to nullify or render ineffective this AgreementAgreement or such transactions if consummated.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable best efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Buyer, the Company, or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the same, Merger and (iic) to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. practicable (b) Sellers but in any event prior to the Termination Date). Buyer and the Company shall use commercially reasonable efforts, and Buyer shalleach, and shall each cause its Affiliates their respective Subsidiaries to, reasonably cooperate with Sellers to obtain consents and provide notices to the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with the transactions contemplated by hereby pursuant to the terms of the leases of real property set forth on Schedule 8.1; provided that in no event shall any failure to obtain any such consent result in the failure of any closing condition to be satisfied. Notwithstanding the foregoing, in no event shall Buyer (except as expressly set forth in this Agreement, including Section 8.2), the Company or any of its Subsidiaries be obligated to bear any expense or pay any fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party.

Support of Transaction. (a) Subject to Without limiting any covenant contained in Article VI or Article VII, except as otherwise set forth in Section 8.09 and Section 8.10, each of SPAC, Merger Sub and the other terms Company shall, and conditions of this Agreement, Buyer and Sellers the Company shall cause its Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to take, or cause their respective Affiliates to promptly takebe taken, and to do, or cause to be done promptlydone, all actions necessary, proper things reasonably necessary or advisable in order to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of SPAC, the Company, or their respective Affiliates are required to assist obtain in order to consummate the Transactions; provided that in no event shall SPAC, Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such consents or approvals of third parties (other than any Governmental Authority), and cooperate with none of SPAC, Merger Sub, the Company or its Subsidiaries shall agree to bear any such material expense or pay any such material fee without obtaining the prior written consent of the other Parties in doing or causing to be done the sameParties, and (iic) to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII the other Party set forth in Article IX or otherwise to comply with this Agreement Agreement. All fees, costs and expenses incurred by a Party in connection with obtaining the governmental and regulatory consents required to consummate be obtained in connection with the transactions contemplated hereby as soon as practicable. Transactions shall be borne fifty percent (b50%) Sellers by SPAC and fifty percent (50%) by the Company. The Company shall use commercially reasonable effortsefforts to enter into an employment agreement with ▇▇▇▇▇ ▇▇▇▇▇▇▇, and Buyer shall, and shall cause its Affiliates to, cooperate in reasonable consultation with Sellers to the extent commercially reasonable to do soSPAC, to give at become effective as of the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with the transactions contemplated by this Agreement.Closing,

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Buyer, the Company, or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the sameMerger, and (iic) to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of ARTICLE VII Article IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. (b) Sellers . Notwithstanding the foregoing, in no event shall use commercially reasonable effortsBuyer, and Buyer shallthe Company or any of their respective Subsidiaries be obligated to bear any material expense or pay any material fee, and shall cause its Affiliates toother than any routine filing fees, cooperate or grant any material concession in connection with Sellers obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the extent commercially reasonable terms of any Contract to do sowhich the Company or any of its Subsidiaries is a party. Anything contained in this Agreement (including Sections 6.3 and 7.1) to the contrary notwithstanding, to give at none of Buyer, the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would Company or any of their respective Subsidiaries will be required as a result of, to divest (or agree to consummate, divest) any business or assets (other than one or more businesses (or the assets thereof) of the Company or any of its Subsidiaries which businesses together have aggregate annual revenues of no greater than $3,500,000) in connection with the consummation of the transactions contemplated by this Agreement, including and the noticesCompany and its Subsidiaries shall not, consents and approvals set forth on or required to be set forth on Schedule 3.4; providedwithout the prior written consent of Buyer, that Sellers shall distribute all take any such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expensesaction. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with the transactions contemplated by this Agreement.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 6.3 and Section 7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.1, but subject to the limitations set forth in Section 7.1(c), Buyer and Seller shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable best efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Buyer, Seller, or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the same, and (iic) to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of ARTICLE VII Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to . Notwithstanding the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvalsforegoing, in each case, that would be required as a result of, no event shall Seller or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall Subsidiaries be required obligated to satisfy (and without the prior written consent of Buyer, none of Seller or any portion of a its Subsidiaries shall) bear any expense or pay any fee or payment, or incur any expense, necessary to obtain such consent or approval, (other than de minimis administrative fees and expenses. (cexpenses or fees) Except as otherwise expressly set forth hereinor grant any concessions in connection with obtaining any consents, each Party shall be solely responsible for authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its own costs and fees payable to any Governmental Authority or other Person Subsidiaries is a party in connection with the consummation of the transactions contemplated by this Agreementhereby.

Support of Transaction. (a) Subject to Without limiting any covenant contained in Section 5.1, each Contributor and Investor shall, and shall cause their respective Subsidiaries (including the other terms and conditions of this Agreement, Buyer and Sellers shall Company) to: (i) use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents or otherwise address any change-of-control requirements in connection with the transactions contemplated hereby; (ii) use commercially reasonable efforts to obtain, in form and substance reasonably acceptable to the other Parties, all material consents and approvals of third parties that any of the Contributors or the Investors, or cause their respective Affiliates are required to promptly take, obtain in order to consummate the transactions contemplated by this Agreement and to do, the Related Documents; and (iii) take such other action and do or cause to be done promptlydone, as soon as reasonably practicable, all actions things necessary, proper or advisable in order (subject to any Laws) to consummate the Closing and make effective the other transactions contemplated by this Agreement, including the negotiation, execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement or to assist and cooperate with the other Parties in doing or causing to be done the sameRelated Agreements, and (ii) to take including such action actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII Article 7 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. (b) Sellers Upon obtaining knowledge thereof, each Party shall use commercially reasonable effortspromptly notify the other Parties of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect, and Buyer shall, and or (ii) any Action that shall cause be instituted or threatened against such Party or its Affiliates toto restrain, cooperate with Sellers to prohibit or otherwise challenge the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions legality of any transaction contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth hereinEach Party shall use commercially reasonable efforts to prevent the entry of any Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated hereby and each Party shall be solely responsible for defend, at its own costs sole cost and fees payable to expense, any Governmental Authority Action, whether judicial or other Person administrative, in connection with the transactions contemplated by this Agreement.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, Buyer, the Company and each Seller shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable best efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Buyer, the Sellers, the Company or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the samehereby, and (iic) to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of ARTICLE VII Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. practicable (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers but in any event prior to the extent commercially reasonable to do so, to give at Termination Date). Notwithstanding the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvalsforegoing, in each caseno event shall Buyer, that would the Company or any of its Subsidiaries be obligated to bear any expense or pay any fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any concession in connection with obtaining any consents, authorizations or approvals required as a result of, or in order to consummate, consummate the transactions contemplated by this Agreement, including hereby pursuant to the notices, consents and approvals set forth on terms of any Contract to which the Company or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required Subsidiaries is a party. This Section 8.1 does not apply to satisfy any portion filings, submissions of a fee or paymentinformation, or incur any expenseconsents, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority approvals or other Person in connection with actions under or relating to antitrust or competition Laws, which are the transactions contemplated by this Agreementsubject of Section 8.6.

Support of Transaction. (a) Subject Without limiting any covenant contained in Article V or Article VI, including the obligations of Acquiror, Parent and Seller with respect to the other terms notifications, filings, reaffirmations and conditions applications set forth on Schedule 3.5 as described in Section 5.3 and Section 6.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this AgreementSection 7.1, Buyer Acquiror, on the one hand, and Sellers Seller and Parent, on the other hand, shall each, and shall each cause their respective Subsidiaries to: (i) use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (ii) use commercially reasonable efforts to obtain all material consents and approvals of third parties that Acquiror, Seller, Parent or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate the Sale and make effective to perform their obligations under the transactions contemplated by this Agreement, or to assist Transaction Documents and cooperate with the other Parties in doing or causing to be done the samePermits set forth on Schedule 8.2(c)(vii), and (iiiii) to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of ARTICLE VII Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable and, in any event, prior to the Termination Date. Notwithstanding the foregoing, except to the extent reimbursable pursuant to the TSA, in no event shall Acquiror, Parent, Seller or any of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Parent, Seller or any of their respective Subsidiaries is a party in connection with the consummation of the Sale and the transactions contemplated by the Transaction Documents. (b) Sellers Without limiting the obligations under Section 7.1(a), Parent and Seller will provide written notice of the pending transactions contemplated hereby to each counterparty to (i) a Contract set forth on Schedule 3.3 or Schedule 8.2(c)(iii) and request such counterparty’s written consent to the transactions contemplated hereby and in the other Transaction Documents promptly following the date hereof and (ii) unless the parties otherwise agree, to each other Contract that is expected to be an Assumed Contract promptly (to the extent reasonably practicable) following the date hereof. All such notices shall use commercially reasonable efforts, be in form and Buyer shallsubstance reasonably satisfactory to Acquiror. Parent and Seller shall promptly advise Acquiror of all material communications (and provide copies of any written communications) received from any such counterparties in respect of such requests or any counterparty in respect of any Contract that is expected to be an Assumed Contract and is related to the transactions contemplated hereby or in the other Transaction Documents, and shall cause its Affiliates topromptly provide Acquiror with copies of any written responses thereto. Parent and Seller shall consult with Acquiror with respect to any such communications and shall afford Acquiror a reasonable opportunity to participate in any meeting (in person or telephonic) between Parent, cooperate with Sellers Seller or any of their Affiliates, on one hand, and such counterparty, on the other hand, to address any concerns raised by such communications. (c) If and to the extent commercially reasonable that the valid, complete and perfected transfer or assignment of any Contract included in the Chinese Cometals Assets or Russian Cometals Assets (and the assumption of the related Chinese Cometals Assumed Liability or Russian Cometals Assumed Liability), whether before or after giving effect to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, consummation of the transactions contemplated by this Agreement or the Contribution Agreement, including would be a violation of applicable Law, or require any Approvals or Notifications that have not been obtained or made by the notices, consents and approvals set forth on Effective Time or are required to be obtained or made by this Agreement but that have not been obtained or made by the Closing, then the terms of Section 2.5 of the Contribution Agreement shall apply mutatis mutandis to such transfer or assignment as set forth on Schedule 3.4; providedtherein, that Sellers shall distribute all such required notices with CMC China and requests for consent no later than five (5) Business Days following CMC Russia Rep Office as the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or paymentassignors and Traxys China and Traxys Russia as the assignees, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expensesas applicable. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with the transactions contemplated by this Agreement.

Support of Transaction. Without limiting any other covenant contained in this Article VI: (a) Subject to the other terms The Parties shall, and conditions of this Agreementshall cause their respective Affiliates to, Buyer and Sellers shall direct their representatives to, cooperate and use their respective commercially reasonable efforts to (i) take, or cause their respective Affiliates to promptly takebe taken, all actions, and to do, or cause to be done promptlydone, all actions things reasonably necessary, proper or advisable in order under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement, or to assist and cooperate with the other Parties in doing or causing to be done the same, and (ii) to take such action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transaction as soon as practicablepracticable (and in any event prior to the Termination Date), including by responding to and complying with any request for information or documents under applicable Laws and regulations and providing all notices, filings or other submissions, and obtaining or receiving all authorizations, consents and approvals as may be required with respect to the Assumed Permits in order to have such Assumed Permits transferred or assigned (or, if not transferable or assignable, reissued) to the Purchased Companies and the Purchased Subsidiaries, as applicable (it being understood and agreed that to the extent any such Assumed Permit cannot be so transferred, assigned or reissued prior to the Closing, the provisions of Section 6.16(b) related to any Transferred Assets that are Non-Assignable Assets shall apply with respect to such Assumed Permit, mutatis mutandis). (b) Sellers shall use commercially reasonable effortsNone of Buyers, and Buyer Parent or Merger Subs shall, and shall cause its their respective Affiliates not to, cooperate with Sellers acquire or agree to the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result acquire equity or assets of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall be required to satisfy any portion of a fee or paymentother interests in, or incur amalgamate, merge or consolidate with (or agree to amalgamate, merge or consolidate with), any expensecorporation, necessary partnership, association or other business organization, or any business unit, division, Subsidiary or other portion thereof, if any such action would reasonably be expected to obtain (i) materially increase the risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Transaction, (ii) materially increase the risk of not being able to remove any such consent Governmental Order on appeal or approvalotherwise, other than de minimis administrative fees and expenses(iii) materially delay the satisfaction of the conditions contained in Article VII or (iv) otherwise prevent or materially delay the consummation of the Transaction. (c) Except as otherwise expressly set forth provided herein, each Party nothing in this Agreement shall be solely responsible for require Seller Parent or any of its own costs and fees payable Affiliates (i) to pay any Governmental Authority consideration or other offer or grant any financial accommodation to induce a waiver or obtain a consent from any Person in connection with the transactions contemplated by this Agreementor (ii) to agree to modify any terms of any Contract to induce any such waiver or obtain any such consent if such modification would become effective prior to Closing.

Support of Transaction. Without limiting any covenant contained in ‎Article 7 or ‎Article 8, including the obligations of the Company and SPAC with respect to the notifications, filings, reaffirmations and applications described in ‎Section 7.03 and ‎Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this ‎Section 9.01, SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable efforts to assemble, prepare and file any information (iand, as needed, to supplement such information) takeas may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of SPAC, the Company, or cause their respective Affiliates are required to promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable obtain in order to consummate and make effective the transactions contemplated by this AgreementTransactions; provided that, the Company shall not be required to seek any such required consents or approvals of third party counterparties to assist and cooperate Material Contracts with the other Parties Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in doing or causing to be done writing by the sameCompany and SPAC, and (iic) to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of ARTICLE VII the other Party set forth in ‎Article 10 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to . Notwithstanding the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvalsforegoing, in each caseno event shall SPAC, that would be required as a result of, or to consummateMerger Sub, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on Company or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the date of this Agreement; provided further that none of Buyer nor any of its Affiliates shall Subsidiaries be required obligated to satisfy bear any portion of a material expense or pay any material fee or paymentgrant any material concession in connection with obtaining any consents, authorizations or incur approvals pursuant to the terms of any expense, necessary Contract to obtain such consent which the Company or approval, other than de minimis administrative fees and expenses. (c) Except as any of its Subsidiaries is a party or otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person required in connection with the transactions contemplated consummation of the Transactions. Without breach of any representation, warranty, covenant or agreement of the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company or any of its Subsidiaries may, following consultation with SPAC in good faith, purchase and/or sell (but may not redeem (including through the SPAC Stockholder Redemption)) shares of SPAC Class A Common Stock at any time prior to the Closing; provided that, the Company shall cause all shares so acquired that are owned by this Agreementthe Company or any of its Subsidiaries as of the record date established pursuant to ‎Section 9.02(e) to be voted in favor of each of the SPAC Stockholder Matters.