Common use of Voting Obligations Clause in Contracts

Voting Obligations. Until the earlier to occur of (a) the Closing or (b) the valid termination of the BCA in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent or written resolutions of the SPAC Shareholders, it shall vote (or duly and promptly execute and deliver an action by written consent or written resolutions), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as of the record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (i) in favor of the approval and adoption of the BCA, the Transactions and the Transaction Proposals and (ii) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other action, proposal or agreement that would be reasonably expected to (1) impede, nullify, interfere with, delay or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action described above is recommended by the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reason.

Voting Obligations. Until The Sponsor, by this Agreement, with respect to the earlier to occur of Sponsor SPAC Shares (a) the Closing or (b) the valid termination of the BCA in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection together with any written consent other equity securities of SPAC that Sponsor acquires record or written resolutions beneficial ownership of after the date hereof and prior to the Closing, other than the shares of Ithax Common Stock acquired by the Sponsor pursuant to the Private Placements, collectively, the “Subject SPAC ShareholdersEquity Securities”), it shall hereby agrees during the term of this Agreement (i) to vote (or duly and promptly cause to be voted) or execute and deliver an a written consent (or cause a written consent to be executed and delivered), at any meeting of shareholders of SPAC, including the Ithax Shareholders’ Meeting, however called, or any adjournment thereof, and in any action by written consent of the shareholders of SPAC, or written resolutionsin any other circumstance in which the vote, consent or other approval of the shareholders of SPAC is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holder’s Subject SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum), or cause to be voted all of the Subject SPAC Equity Securities held by the Sponsor at such meeting time (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as of the record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (ia) in favor of the approval and adoption of the BCA, BCA and the approval of the Transactions and the Transaction other Ithax Proposals and (iib) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other action, agreement or transaction or proposal or agreement that would reasonably be reasonably expected to (1) impede, nullify, interfere with, delay or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC SPAC, Merger Sub I or Merger Sub II under the BCABCA or that would reasonably be expected to result in the failure of the Transactions from being consummated, (3ii) result in a breach of any covenantnot to redeem, representation elect to redeem or warranty tender or other obligation or agreement of Sponsor contained in this Agreement or (4) result in submit any of its Subject SPAC Equity Securities for redemption in connection with the conditions BCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, covenants, and agreements set forth in Article VIII that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the “Voting Letter Agreement”), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. The Sponsor acknowledges receipt and review of a copy of the BCA not being fulfilled. Prior and this Agreement and has had the opportunity to any termination of the BCA in accordance consult with its terms, Sponsor shall take, or cause to be taken, all actions tax and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action described above is recommended by the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reasonlegal advisors.

Voting Obligations. Until Commencing on the effectiveness of the BCA and until the earlier to occur of (ai) the Closing or (bii) the valid termination of the BCA in accordance with Article IX thereofX thereof (such period, Sponsor the “Interim Period”), such SPAC Holder, in its capacity as a holder of Founder Shares, severally and not jointly, agrees irrevocably and unconditionally that, at the SPAC Shareholders’ Meeting Meeting, at any other meeting of the SPAC Shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent or written resolutions of the SPAC ShareholdersShareholders and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, it such SPAC Holder shall, and shall cause any other holder of record of any of such SPAC Holder’s Founder Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the SPAC Holder’s Founder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent or written resolutionsconsent), or cause to be voted at such meeting meeting, or any adjournment thereof (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any all of such SPAC Class A Ordinary Shares or SPAC Class B Ordinary Holder’s Founder Shares owned by it as of the record date of for determining holders entitled to vote at such meeting (or the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (irecord date for determining holders entitled to provide consent) in favor of the approval and adoption of the BCA, the Transactions and the each SPAC Shareholder Transaction Proposals and (ii) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other actionmatters reasonably necessary for consummation of the Transactions; and (c) vote (or duly and promptly execute and deliver an action by written consent), proposal or agreement cause to be voted at such meeting, or any adjournment thereof (or cause such consent to be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s Founder Shares against any SPAC Acquisition Proposal and any other action that would reasonably be reasonably expected to (1) impede, nullify, interfere with, with or materially delay or postpone the consummation of, or otherwise adversely affect the Transaction Proposals or affect, any of the other transactions contemplated by the BCATransactions, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) or result in a material breach of any covenantrepresentation, representation or warranty warranty, covenant or other obligation or agreement of SPAC SPAC, under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified the SPAC Holders in this Section 1 shall apply whether or not the Transactions SPAC Board or other governing body or any action described above is recommended by committee, subcommittee or subgroup thereof recommends any of the SPAC Shareholder Transaction Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with ’s recommendation to its terms or the Closing shall not occur for any reasonshareholders.

Voting Obligations. Until The Sponsor, by this Agreement, with respect to the earlier to occur of Sponsor SPAC Shares (a) the Closing or (b) the valid termination of the BCA in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection together with any written consent other equity securities of SPAC that Sponsor acquires record or written resolutions beneficial ownership of after the date hereof and prior to the Closing, other than the shares of Ithax Common Stock acquired by the Sponsor pursuant to the Private Placements, collectively, the “Subject SPAC ShareholdersEquity Securities”), it shall hereby agrees during the term of this Agreement (i) to vote (or duly and promptly cause to be voted) or execute and deliver an a written consent (or cause a written consent to be executed and delivered), at any meeting of shareholders of SPAC, including the Ithax Shareholders’ Meeting, however called, or any adjournment thereof, and in any action by written consent of the shareholders of SPAC, or written resolutionsin any other circumstance in which the vote, consent or other approval of the shareholders of SPAC is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holder’s Subject SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum), or cause to be voted all of the Subject SPAC Equity Securities held by the Sponsor at such meeting time (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as of the record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (ia) in favor of the approval and adoption of the BCA, BCA and the approval of the Transactions and the Transaction other Ithax Proposals and (iib) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other action, agreement or transaction or proposal or agreement that would reasonably be reasonably expected to (1) impede, nullify, interfere with, delay or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC SPAC, Merger Sub I or Merger Sub II under the BCABCA or that would reasonably be expected to result in the failure of the Transactions from being consummated, (3ii) result in a breach of any covenantnot to redeem, representation elect to redeem or warranty tender or other obligation or agreement of Sponsor contained in this Agreement or (4) result in submit any of its Subject SPAC Equity Securities for redemption in connection with the conditions BCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, covenants, and agreements set forth in Article VIII that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the “Voting Letter Agreement”), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. The Sponsor acknowledges receipt and review of a copy of the BCA not being fulfilled. Prior and this Agreement and has had the opportunity to any termination of the BCA in accordance consult with its terms, Sponsor shall take, or cause to be taken, all actions tax and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the transactions contemplated by the BCA on the terms and subject to the conditions set forth thereinlegal advisors. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action described above is recommended by the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reason.​ ​ ​ ​ ​

Voting Obligations. Until the earlier to occur of (a) the Closing or (b) the valid termination of the BCA in accordance with Article IX XII thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent or written resolutions of the SPAC Shareholders, it Sponsor shall (A) appear at each such meeting or otherwise cause all of its SPAC Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or duly and promptly execute and deliver an action by written consent or written resolutionsconsent), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as all of the record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) Sponsor Founder Shares (i) in favor of the approval and adoption of the BCA, the Transactions and any other proposal submitted for approval by the Transaction Proposals and SPAC Shareholders in connection with the Transactions including the SPAC Proposals, (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the SPAC Shareholders, (iii) against any action, agreement or transaction or proposal that would (A) reasonably be expected to result in a breach of any Business Combination (as defined covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or Ancillary Agreements or that would reasonably be expected to result in the SPAC Formation Document) other than with failure of the CompanyTransactions from being consummated, its equityholders and their respective affiliates and representatives; or (B) change in the business, management or SPAC Board (other than in connection with the SPAC Proposals), (iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; or by SPAC (Cother than the BCA and the Transactions) any change in the business; and (Dv) against any other actionproposal, proposal action or agreement that would be reasonably expected to (1A) impede, nullifyfrustrate, interfere withprevent or nullify any provision of this Agreement, delay the BCA or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction ProposalsTransactions, (2B) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of SPAC under the BCABCA or any ancillary document thereunder, or (3C) result change in a breach any manner the dividend policy or capitalization of, including the voting rights of any covenant, representation or warranty or other obligation or agreement class of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action described above is recommended by the SPAC BoardOrdinary Shares. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall has not occur timely occurred for any reason.

Voting Obligations. Until 4.1 From the date hereof until the earlier to occur of (ai) the Closing or and (bii) the valid termination of the BCA in accordance with Article IX thereofthereof (such period, Sponsor the “Interim Period”), such SPAC Holder, in his, her or its capacity as a holder of Ordinary Shares, severally and not jointly, agrees irrevocably, for so long as this this Agreement has not been terminated in accordance with its terms, and unconditionally that, at the each SPAC Shareholders’ Meeting Meeting, at any other meeting of the SPAC Shareholders (whether annual, general, special or extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent or written resolutions resolution of the SPAC ShareholdersShareholders and in connection with any similar vote or consent of the holders of SPAC Warrants in their capacities as such, it including in each of the SPAC Proposals, such SPAC Holder shall, and shall cause any other holder of record of any of such SPAC Holder’s Ordinary Shares to: 4.1.1 when such meeting is held, appear at such meeting or otherwise cause the SPAC Holder’s Ordinary Shares to be counted as present thereat for the purpose of establishing a quorum; 4.1.2 vote (or duly and promptly execute and deliver an action by written consent or written resolutionsresolution), or cause to be voted at such meeting (or cause such consent or written resolutions resolution to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any all of such SPAC Class A Holder’s Ordinary Shares he, she or SPAC Class B Ordinary Shares owned by it as of the record date of is entitled to vote at the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (i) in favor of the approval each SPAC Proposal and adoption any other matters reasonably necessary for consummation of the BCATransactions; and 4.1.3 vote (or duly and promptly execute and deliver an action by written consent or written resolution), the Transactions or cause to be voted at such meeting (or cause such consent to be duly and the promptly executed and delivered with respect to), all of such SPAC Holder’s Ordinary Shares against any Competing SPAC Transaction Proposals and (ii) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other action, proposal or agreement action that would reasonably be reasonably expected to (1) impede, nullify, interfere with, with or materially delay or postpone the consummation of, or otherwise adversely affect the Transaction Proposals or affect, any of the other transactions contemplated by the BCATransactions, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) or result in a material breach of any covenantrepresentation, representation or warranty warranty, covenant or other obligation or agreement of SPAC SPAC, under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. . 4.2 The obligations of Sponsor specified the SPAC Holders in this Section 1 4 shall apply whether or not the Transactions SPAC Board or other governing body or any action described above is recommended by committee, subcommittee or subgroup thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with ’s recommendation to its terms or the Closing shall not occur for any reasonstockholders.

Voting Obligations. Until Commencing on the effectiveness of the BCA and until the earlier to occur of (ai) the Closing or (bii) the valid termination of the BCA in accordance with Article IX thereofX thereof (such period, Sponsor the “Interim Period”), such SPAC Holder, in its capacity as a holder of Founder Shares, severally and not jointly, agrees irrevocably and unconditionally that, at the SPAC ShareholdersStockholders’ Meeting Meeting, at any other meeting of the SPAC Stockholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent or written resolutions of the SPAC ShareholdersStockholders and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, it such SPAC Holder shall, and shall cause any other holder of record of any of such SPAC Holder’s Founder Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the SPAC Holder’s Founder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or duly and promptly execute and deliver an action by written consent or written resolutionsconsent), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any all of such SPAC Class A Ordinary Shares or SPAC Class B Ordinary Holder’s Founder Shares owned by it as of the record date of for determining holders entitled to vote at such meeting (or the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (irecord date for determining holders entitled to provide consent) in favor of the approval each SPAC Proposal and adoption any other matters reasonably necessary for consummation of the BCATransactions; and (c) vote (or duly and promptly execute and deliver an action by written consent), the Transactions or cause to be voted at such meeting (or cause such consent to be duly and the promptly executed and delivered with respect to), all of such SPAC Holder’s Founder Shares against any Competing SPAC Transaction Proposals and (ii) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other action, proposal or agreement action that would reasonably be reasonably expected to (1) impede, nullify, interfere with, with or materially delay or postpone the consummation of, or otherwise adversely affect the Transaction Proposals or affect, any of the other transactions contemplated by the BCATransactions, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) or result in a material breach of any covenantrepresentation, representation or warranty warranty, covenant or other obligation or agreement of SPAC SPAC, under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified the SPAC Holders in this Section 1 shall apply whether or not the Transactions SPAC Board or other governing body or any action described above is recommended by committee, subcommittee or subgroup thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with ’s recommendation to its terms or the Closing shall not occur for any reasonstockholders.

Voting Obligations. Until the earlier to occur of (a) the Closing or (b) the valid termination of the BCA Business Combination Agreement in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent or written resolutions of SPAC Shareholders required to approve the SPAC ShareholdersProposals, it Sponsor shall vote (or duly and promptly execute and deliver an action by written consent or written resolutionsconsent), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as all of the record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) Sponsor Founder Shares (i) in favor of the approval and adoption of the BCASPAC Proposals, the Transactions and the Transaction Proposals and (ii) if applicable, in favor of waiving any and all anti-dilution rights Sponsor may hold pursuant to the SPAC Governing Documents, (iii) against (A) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty or covenant or any other obligation or agreement of SPAC under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, including any Business Combination (as defined in the SPAC Formation Document) other than with the CompanyCompeting Transaction, its equityholders and their respective affiliates and representatives; (B) or any merger, amalgamation, arrangement or business combination agreement or merger, amalgamation, consolidation, combination, binding share exchange, sale of substantial assets, reorganization, recapitalization, plan of arrangement, dissolution, liquidation or winding up of SPAC; or by SPAC (C) any change in other than the business; Business Combination Agreement and the transactions contemplated thereby), and (Div) against any other actionproposal, proposal action or agreement that would be reasonably expected to (1A) impede, nullifyfrustrate, interfere withprevent or nullify any provision of this Agreement, delay or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Business Combination Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by thereby, including the BCA on Amalgamation or (B) change in any manner the terms and subject dividend policy or capitalization of, including the voting rights of any class of capital stock of, SPAC. Sponsor hereby agrees that it shall not commit or agree to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or take any action described above is recommended by inconsistent with the SPAC Boardforegoing. This Section 1 shall automatically terminate and be void and of no force and effect if the BCA shall be Business Combination Agreement is terminated in accordance with its terms or the Closing shall does not occur for any reason.

Voting Obligations. Until Commencing on the effectiveness of the BCA and until the earlier to occur of (a) the Closing or (b) the valid termination of the BCA in accordance with Article IX thereofits terms, Sponsor agrees that, at any meeting of the SPAC Shareholders’ Meeting and stockholders of Parent, however called, or at any adjournment thereof, or in connection with any written other circumstance that the vote, consent or written resolutions other approval of the SPAC Shareholdersstockholders of Parent is sought, it Sponsor shall (i) appear at such meeting or otherwise cause all of the Sponsor Parent Shares to be counted present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (or duly and promptly execute and deliver an action by written consent or written resolutions)deliver, or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered, an action by written consent which written consent shall be delivered with respect topromptly, and in any event within twenty four (24) hours, after Parent requests such delivery), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as all of the record date of the SPAC Shareholders’ Meeting Sponsor Parent Shares (collectively, the “Covered Shares”) (iA) in favor of the approval and adoption of the BCA, the Transactions and the Transaction Parent Proposals and (iiB) against any (Ax) any Business Combination (as defined proposal that would result in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any a change in the business; , management or Parent Board (other than in connection with the Parent Proposals as contemplated by the BCA), (y) Business Combination Proposal or proposal relating to a Business Combination Proposal, and (Dz) any other actionproposal, proposal action or agreement that would be reasonably expected to (1I) impede, nullifyfrustrate, interfere withprevent or nullify any provision of this Agreement, delay the BCA or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction ProposalsTransactions, (2II) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of SPAC Parent or the Merger Sub under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4III) result in any of the conditions set forth in Article VIII of the BCA not being fulfilledfulfilled or (IV) change in any manner the dividend policy or capitalization of, including the voting or other rights of any class of capital stock of, Parent. Prior to any termination of the BCA in accordance with its terms, Sponsor shall take, not commit or cause agree to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or take any action described above is recommended by inconsistent with the SPAC Board. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reasonforegoing.