Common use of Voting Agreements Clause in Contracts

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Company Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Company Support Agreement.

Voting Agreements. Each Stockholder, solely in its capacity as a stockholder of Parentthe Company, and solely with respect to such Stockholder and not with respect to any other Stockholder, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposalsthe Merger, including approval of the Merger Agreement and the Transactionstransactions contemplated thereby; (c) authorize and approve any amendment to the Company’s organizational documents that is deemed necessary or advisable by the Company for purposes of effecting the transactions contemplated by the Merger Agreement; and (cd) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that that, to the knowledge of Stockholder, would reasonably be expected to (x) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the Transactionstransactions contemplated by the Merger Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, solely and (ii) such date and time as the Merger Agreement shall be terminated in accordance with Articles XI of the Merger Agreement (whichever earlier, the “Expiration Time”), the Sponsor, in its capacity as a stockholder of Parentthe SPAC, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder SPAC Special Meeting, at any other meeting of the Parent Stockholders SPAC’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders SPAC’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder SPAC Special Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder the Sponsor shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares in favor of all Parent Proposals, including approval each of the SPAC Stockholder Approval Matters; c. authorize and approve any amendment to the Organizational Documents of the SPAC that is deemed necessary or advisable by the Company Parties or SPAC for purposes of effecting the transactions contemplated under the Merger Agreement and the TransactionsAgreement; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Initial Merger, the SPAC Merger or any of other transactions contemplated under the TransactionsMerger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the SPAC under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder SPAC contained in this Parent Support Agreement.

Voting Agreements. StockholderThe Sponsor, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Sponsor Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the stockholders of Parent Stockholders (the “Parent Stockholders”) related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder the Sponsor shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Sponsor Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (ziii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Sponsor Support Agreement.

Voting Agreements. StockholderFor so long as this Support Agreement is in effect, solely the Sponsor, in its capacity as a stockholder of Parent, covenants and agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of the Parent Stockholders Parent’s stockholders related to the Transactions (the Parent Stockholder Meeting and all other such meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder the Sponsor shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares in favor of all each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Parent Proposals, including approval for consummation of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub under the Merger Agreement Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Support Agreement.

Voting Agreements. StockholderFor so long as this Support Agreement is in effect, solely the Sponsor and the Class B Stockholders, in its their capacity as a stockholder stockholders of Parent, agrees covenant and agree that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of the Parent Stockholders Parent’s stockholders related to the Transactions (the Parent Stockholder Meeting and all other such meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 7.2 (Parent Stockholder shallMeeting) of the Merger Agreement: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares in favor of all each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Parent Proposals, including approval for consummation of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub under the Merger Agreement Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Support Agreement; and d. not commit or agree to take any action inconsistent with the foregoing.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of ParentCompany Stockholder, agrees that, during the term of this Parent Company Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (zii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Company Support Agreement.

Voting Agreements. The Stockholder, solely in its capacity as a stockholder of the Parent, covenants and agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Parent’s stockholders related to the Transactions (the Parent Stockholder Meeting and all other such meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), the Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by the Parent Proposals, including approval for consummation of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Parent under the Merger Agreement Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Company Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (zii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Company Support Agreement.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (a) the Closing Date and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 12.1 thereof (whichever is earlier, solely the “Expiration Time”), the Sponsor, and each Shareholder, in its capacity as a stockholder member of ParentSponsor, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Shareholder Meeting, at any other meeting of the Parent Stockholders Parent’s Shareholders related to the Transactions (whether annual or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent resolution of the Parent Stockholders Parent’s Shareholders related to the Transactions (the Parent Stockholder Shareholder Meeting and all other meetings or consents resolutions related to the Merger Agreement and/or the Transactions collectively referred to herein as Agreement, collectively, the “Meeting”), Stockholder shallthe Sponsor shall and each Shareholder shall direct the Sponsor, with respect to such Shareholder’s allocation of the Shareholder Shares to: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written resolution), or cause to be voted at the Meeting (or validly execute and return and cause such resolution to be passed with respect to), all of its allocation of the Shareholder Shares in favor of each of the Parent Proposals; and c. vote (or execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposalsresolution), including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent resolution to be granted passed with respect to) ), all of its allocation of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Parent, Purchaser of Merger Sub under the Merger Agreement or (ziii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Parent Support Agreement. The obligations of the Sponsor and each Shareholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by board of directors of the Parent.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the TransactionsTransactions and each of the Parent Proposals; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the “Expiration Time”), each Stockholder, solely in its capacity as a stockholder of ParentSPAC, agrees that, during the term of this Parent Support Agreement, at the Parent SPAC Stockholder Meeting, at any other meeting of the Parent Stockholders SPAC’s stockholders related to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders SPAC’s stockholders related to the Transactions transactions contemplated by the Business Combination Agreement (the Parent SPAC Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the its Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the its Stockholder Shares in favor of all Parent Proposals, including approval each of the Merger Agreement and the TransactionsSPAC Proposals; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the its Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by SPAC Board.

Voting Agreements. Each Stockholder, solely in his, her or its capacity as a stockholder of ParentCompany Stockholder, agrees that, during the term of this Parent Company Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Company Stockholders related to the Merger Agreement or the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions are collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the his, her or its Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the his, her or its Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the his, her or its Stockholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, or (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the such Stockholder contained in this Parent Company Support Agreement.

Voting Agreements. Each Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all each of the Parent Proposals, including approval of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderThe Shareholder, solely in its capacity as a stockholder shareholder of ParentSPAC, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder SPAC Shareholder Meeting, at any other meeting of the Parent Stockholders SPAC’s shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders SPAC’s shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (the Parent Stockholder SPAC Shareholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), Stockholder the Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shareholder Shares in favor of all Parent Proposals, including approval each of the Merger Agreement and the TransactionsSPAC Shareholder Voting Matters; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the SPAC Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Parent Support Agreement.

Voting Agreements. The Stockholder, solely in its capacity as a stockholder of the Parent, irrevocably and unconditionally covenants and agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, (i) at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement or the Transaction Documents (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof(ii) and/or in connection with any written consent of the Parent Stockholders Parent’s stockholders related to the Transactions (the Parent Stockholder Meeting and all other such meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), the Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by the Parent Proposals, including approval for consummation of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against against, and withhold consent with respect to, any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the TransactionsTransactions (including as a result of not satisfying any of the conditions to Closing set forth in Section 8.1 or 8.3 of the Merger Agreement), (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Parent or Merger Sub under the Merger Agreement Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement. Without limiting the foregoing, prior to any valid termination of the Merger Agreement in accordance with 9.1, 9.2, 9.3 or 9.4 thereof, the Stockholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the Transactions and on the terms and subject to the conditions set forth therein. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Merger, any of the Transactions or any action described above is recommended by Parent’s board of directors.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the consummation of the Transactions, solely and (ii) such date and time as the BCA shall be terminated in accordance with Section 10.1 thereof (the “Expiration Time”), each Company Shareholder, in its capacity as a stockholder shareholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, that at any other meeting of the Parent Stockholders Company’s shareholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders Company’s shareholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions BCA, collectively referred to herein as the “Meeting”), Stockholder such Company Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposalsthe Transactions; c. authorize and approve any amendment to the Governing Documents of the Company that is deemed necessary or advisable by the Company for purposes of effecting the Transactions, including approval of the Merger Agreement and the TransactionsShare Swap; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement BCA or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company Shareholder contained in this Parent Support Agreement.

Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms (the “Expiration Time”), each Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all each of the Parent Proposals, including approval of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement Agreement, or (ziii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. Each Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the transactions contemplated thereby; convert the Company SAFEs into shares of Company Ordinary Shares in accordance with the terms of the relevant governing documents; c. authorize and approve any amendment to the Company’s organizational documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. Each Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactionstransactions contemplated thereby; (c) authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the transactions contemplated by the Merger Agreement; and (cd) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactionstransactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. The Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s stockholders related to the Transactions transactions (the “Transactions”) contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other such meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), the Stockholder shall: (a) a. if and when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including the authorization and approval of (i) the Merger Agreement Agreement, (ii) the transactions contemplated by the Merger Agreement, and (iii) the Transactionsconversion of the Company Series A preferred stock to Company common stock in accordance with the Company’s Organizational Documents; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderSponsor, solely in its capacity as a stockholder shareholder of ParentPurchaser, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Special Shareholder Meeting, at any other meeting of the Parent Stockholders Purchaser Shareholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Purchaser Shareholders related to the Transactions (the Parent Stockholder Special Shareholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), Stockholder Sponsor shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares in favor of all Parent Proposalsthe Business Combination Agreement, including approval the Ancillary Documents and the Transactions and each of the Merger Agreement and the Transactionsother Purchaser Shareholder Approval Matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Purchaser under the Merger Agreement Business Combination Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the TransactionsTransactions and each of the Parent Proposals; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderEach Holder, solely in its capacity as a stockholder of ParentJWAC, agrees that, during the term of this Parent Support Agreement, at the Parent JWAC Stockholder Meeting, at any other meeting of the Parent JWAC Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent JWAC Stockholders related to the Transactions (the Parent JWAC Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), Stockholder such Holder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Subject Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Subject Shares in favor of all Parent Proposals, including approval of the Merger Business Combination Agreement and the TransactionsTransactions and each of the other Stockholder Approval Matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Subject Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent JWAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Holder contained in this Parent Support Agreement.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (a) the Closing Date and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the “Expiration Time”), solely each Shareholder, in its capacity as a stockholder Shareholder of ParentSPAC, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder SPAC Shareholder Meeting, at any other meeting of the Parent Stockholders SPAC’s Shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders SPAC’s Shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (the Parent Stockholder SPAC Shareholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as Business Combination Agreement, collectively, the “Meeting”), Stockholder such Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shareholder Shares in favor of all Parent Proposals, including approval each of the Merger Agreement and the TransactionsTransaction Proposals; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shareholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the SPAC Merger or any of the Transactions, (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Business Combination Agreement or (ziii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Parent Support Agreement. The obligations of each Shareholder specified in this Section 1 shall apply whether or not the SPAC Merger or any action described above is recommended by SPAC Board.

Voting Agreements. StockholderSponsor, solely in its capacity as a stockholder of ParentHUDA, irrevocably and unconditionally agrees that, during the term of this Parent Support Sponsor Agreement, at the Parent Special Stockholder Meeting, at any other meeting of the Parent HUDA Stockholders related to the Transactions (whether an annual or special meeting and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent HUDA Stockholders related to the Transactions (the Parent Special Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), Stockholder Sponsor shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares in favor of all Parent Proposals, including approval of the Merger Business Combination Agreement and the TransactionsTransactions and each of the other Stockholder Approval Matters and the NTA Amendment; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent HUDA under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Support Sponsor Agreement.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the Closing Date and (ii) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.1 (Termination) thereof (whichever is earlier, solely the “Expiration Time”), each Shareholder, in its capacity as a stockholder shareholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s shareholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Company’s shareholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as Business Combination Agreement, collectively, the “Meeting”), Stockholder such Shareholder shall: (a) when When the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote Vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shareholder Shares in favor of all Parent Proposals, including approval of the Merger Business Combination Agreement and the Transactions; (c) Authorize and approve any amendment to the Company’s Governing Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and (cd) vote Vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder its Shareholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (zii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Business Combination Agreement or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholders contained in this Parent Support Agreement.

Voting Agreements. Each Stockholder, solely in his, her or its capacity as the Company Stockholder or a stockholder of ParentG3 Stockholder, as applicable, agrees that, during the term of this Parent Company Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company Stockholder or the G3 Stockholders, as applicable, related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholder or the G3 Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings applicable meeting or consents consent related to the Merger Agreement and/or the Transactions collectively is referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the his, her or its Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the his, her or its Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the his, her or its Stockholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Restructuring, the Merger or any of the other Transactions, or (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the such Stockholder contained in this Parent Company Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), including any separate class or series vote thereof, and/or in connection with any written consent of the Parent Company Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all each other meetings meeting or consents consent related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (ziii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderThe Sponsor, solely in its capacity as a stockholder of Parentan Acquiror Stockholder, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Special Meeting, at any other meeting of the Parent Acquiror Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders related to Acquiror Stockholders, the Transactions (Sponsor shall, and shall cause any other holder of record of any of the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shallSponsor’s Founder Shares to: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause the Stockholder Sponsor’s Founder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote or cause to be voted at the Meeting (or validly execute and return an action by written consent consent), or an action cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor’s Founder Shares in favor of all Parent Proposals, including approval each of the Proposals and any other matters necessary or reasonably requested by the Company for consummation of the Merger Agreement and the Transactionsother transactions contemplated by the Merger Agreement; and (c) c. vote or cause to be voted at the Meeting (or validly execute and return an action by written consent consent), or an action cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor’s Founder Shares against (i) any Business Combination Proposal other than with the Company, its stockholders and their respective Affiliates and Representatives and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactionsother transactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Acquiror under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Support Sponsor Agreement.

Voting Agreements. StockholderSponsor, solely in its capacity as a stockholder of ParentDMAC, agrees that, during the term of this Parent Support Agreement, at the Parent DMAC Stockholder Meeting, at any other meeting of the Parent DMAC Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent DMAC Stockholders related to the Transactions (the Parent DMAC Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), Stockholder Sponsor shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares in favor of all Parent Proposals, including approval of the Merger Business Combination Agreement and the TransactionsTransactions and each of the other Stockholder Approval Matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent DMAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Support Agreement.

Voting Agreements. Each Stockholder, solely in its capacity as a stockholder of Parentthe Company, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders Company’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the transactions contemplated thereby; convert each share of Company Preferred Stock into shares of Company Common Stock in accordance with the terms of the Company’s Organizational Documents; c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderEach Shareholder, solely in its capacity as a stockholder shareholder of ParentSPAC, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder SPAC Shareholder Meeting, at any other meeting of the Parent Stockholders SPAC’s shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders SPAC’s shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (the Parent Stockholder SPAC Shareholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Business Combination Agreement, collectively referred to herein as the “Meeting”), Stockholder such Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shareholder Shares in favor of all Parent Proposals, including approval each of the Merger Agreement and the TransactionsSPAC Shareholder Voting Matters; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Parent Support Agreement.

Voting Agreements. Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the TransactionsTransactions and each of the other each of the Parent Proposals; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, solely and (b) such date and time as the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), each Shareholder, in its capacity as a stockholder shareholder of Parentthe Company, irrevocably agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s shareholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Parent Stockholders Company’s shareholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder such Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Shareholder contained in this Parent Support Agreement.

Voting Agreements. StockholderThe Sponsor, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Sponsor Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the stockholders of Parent Stockholders (the “Parent Stockholders”) related to the Merger Agreement or the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder the Sponsor shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Sponsor Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (xi) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (yii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (ziii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Parent Sponsor Support Agreement.

Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof (the “Expiration Time”), each Stockholder, solely in its capacity as a stockholder of ParentSPAC, agrees that, during the term of this Parent Support Agreement, at the Parent SPAC Stockholder Meeting, at any other meeting of the Parent Stockholders SPAC’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders SPAC’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent SPAC Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares in favor of all Parent Proposals, including approval each of the Merger Agreement and the TransactionsSPAC Proposals; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by SPAC Board.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, solely and (b) such date and time as the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), each Shareholder, in its capacity as a stockholder shareholder of Parentthe Company, irrevocably agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Company’s shareholders related to the Transactions transactions contemplated by, and governed by the terms and conditions of, the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Parent Stockholders Company’s shareholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder such Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder its Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Shareholder contained in this Parent Support Agreement.

Voting Agreements. StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, solely and (ii) such date and time as the Merger Agreement shall be terminated in its capacity as a stockholder accordance with Article XI of Parentthe Merger Agreement (whichever earlier, the “Expiration Time”), the Shareholder agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders shareholders of the Holdco related to the Transactions transactions contemplated by the Merger Agreement (collectively, the “Transactions”) (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders HoldCo’s shareholders or later Holdco’s shareholders related to the Transactions (the Parent Stockholder Meeting and all other such meetings or consents related to the Merger Agreement and/or the Transactions Transactions, collectively referred to herein as the “Meetings” and each a “Meeting”), Stockholder the Shareholder shall: (a) a. when the a Meeting is held, appear at the such Meeting or otherwise cause the Stockholder Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shareholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Organizational Documents of the Holdco that is deemed necessary or advisable by the Holdco for purposes of effecting the Transactions; and d. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Initial Merger, the SPAC Merger or any of the other Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Holdco under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Parent Support Agreement.

Voting Agreements. StockholderThe Supporter, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Parent Stockholders Parent’s stockholders related to the Transactions transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions Agreement, collectively referred to herein as the “Meeting”), Stockholder the Supporter shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Supporter Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (b) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Supporter Shares in favor of all each of the Parent Proposals, including approval of the Merger Agreement and the Transactions; and c. vote (c) vote or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to and cause such consent to be granted with respect to) ), all of the Stockholder Supporter Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Supporter contained in this Parent Support Agreement.