Sponsor Letter Agreement, dated September 8, 2021 by and among Sponsor, HTP, Packable and the other parties thereto

This letter agreement (this “Sponsor Letter Agreement”) is being delivered in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the “Merger Agreement”), by and among Highland Transcend Partners I Corp., a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication (as defined in the Merger Agreement), “HTP”), Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HTP (“Blocker Merger Sub I”), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of HTP (“Blocker Merger Sub II” and together with Blocker Merger Sub I, “Blocker Merger Subs”), Picasso Merger Sub III, LLC a Delaware limited liability company and a wholly owned direct subsidiary of HTP (“Company Merger Sub”, and together with HTP and the Blocker Merger Subs, the “HTP Parties”), Carlyle Partners VII Pacer Holdings, L.P., a Delaware limited partnership (“Pacer Holdings”), CP VII Pacer Corp., a Delaware corporation (“Pacer Corp. Blocker”), CP VII Pacer EU, L.P, a Delaware limited partnership (“Pacer L.P. Blocker” and together with Pacer Corp. Blocker, the “Blockers”), Packable Holdings, LLC, a Delaware limited liability company (including the successor entity in its merger with Company Merger Sub pursuant to the Merger Agreement, the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the Holder Representative (as defined in the Merger Agreement).  Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.

Highland Transcend Partners I, LLC, a Delaware limited liability company (“Sponsor”) is, as of the date hereof, the record and beneficial owner of 7,350,000 shares of HTP Class B Ordinary Shares (including the shares of Surviving Pubco Class A Shares into which such HTP Class B Ordinary Shares are converted as a result of the Domestication and the consummation of the Transactions), as well as any other shares of HTP Class B Ordinary Shares and Surviving Pubco Class A Shares that the Sponsor may hereinafter acquire prior to the termination of the obligations of the Sponsor under this Sponsor Letter Agreement (collectively, the “Sponsor Founder Shares”) and each of the other undersigned individuals (each, an “Insider” and together with the Sponsor, the “Sponsor Parties”) is, as of the date hereof, the record and beneficial owner of the number of shares of HTP Class B Ordinary Shares (including the shares of Surviving Pubco Class A Shares into which such HTP Class B Ordinary Shares are converted as a result of the Domestication and the consummation of the Transactions) as set forth on Annex A hereto, as well as any other shares of HTP Class B Ordinary Shares and Surviving Pubco Class A Shares that such Insider may hereinafter acquire prior to the termination of the obligations of the Sponsor under this Sponsor Letter Agreement (collectively, the “Insider Founder Shares” and together with the Sponsor Founder Shares, the “Founder Shares”).  Each Insider is signing this Sponsor Letter Agreement solely in the Insider’s capacity as a shareholder of HTP, and not in the Insider’s capacity as a director, officer or employee of HTP or in such Insider’s capacity as a trustee or fiduciary of any employee benefit plan or trust.

In order to induce the Company and HTP to enter into the Merger Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Sponsor Party, the Company and HTP agree as follows:

(a)          Each Sponsor Party agrees that from the date of this Sponsor Letter Agreement until the date that is the earlier of (x) date on which this Sponsor Letter Agreement is terminated in accordance with its terms and (y) the Closing (the “Voting Period”), such Sponsor Party shall not redeem any Founder Shares owned by it in connection with any shareholder approval of the Transactions (the “Proposed Transaction”).

(b)          During the Voting Period and notwithstanding the occurrence, if any, of a HTP Modification in Recommendation, at the HTP Extraordinary General Meeting and any other meeting (or any adjournment or postponement thereof, in each case, whether held in person or held in a virtual format) of the holders of HTP Ordinary Shares (the “HTP Shareholders”), and in each written consent or resolutions of any of the HTP Shareholders in which such Sponsor Party is entitled to vote or consent, such Sponsor Party hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or virtually, as applicable or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Founder Shares or other equity interests of HTP over which Sponsor has voting power (i) in favor of, and to adopt, the Merger Agreement, the Ancillary Agreements and the Transactions, (ii) in favor of each of the Transaction Proposals, any other proposals set forth in the Proxy Statement and any other matters set forth in the Merger Agreement, (iii) in favor of any proposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) (1) there are not sufficient other votes for approval of the Merger Agreement, the Transaction Proposals and any other proposals related thereto as set forth in the Proxy Statement on the dates on which such meetings are held or (2) the HTP Shareholder Approvals have not been obtained, and (iv) in opposition to: (A) any Acquisition Transaction and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of HTP to consummate the Transactions or (2) which are in competition with or materially inconsistent with the Merger Agreement or any Ancillary Agreement, (B) any change in the present capitalization of HTP or any amendment of the HTP Governing Document, except to the extent expressly permitted under the Merger Agreement, (C) any liquidation, dissolution or other change in HTP’s corporate structure or business, or (D) any other action or proposal involving HTP or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to HTP’s obligations under the Merger Agreement not being fulfilled.

(c)          Each Sponsor Party agrees during the Voting Period not to deposit, and to cause its Affiliates not to deposit, any Founder Shares in a voting trust or subject any Founder Shares to any arrangement or agreement with respect to the voting of such Founder Shares, unless specifically requested to do so by the Company and HTP in writing in connection with the Merger Agreement, the Ancillary Agreements or the Transactions.

(d)          Each Sponsor Party agrees that during the Voting Period, except as contemplated by the Merger Agreement or any Ancillary Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of HTP in connection with any vote or other action with respect to Transactions, other than to recommend that the HTP Shareholders vote in favor of the Transaction Proposals, including the adoption of the Merger Agreement, the Ancillary Agreements and the Transactions (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1).

(e)          Each Sponsor Party agrees, during the Voting Period (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger Agreement, the Ancillary Agreements and the Transactions and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, HTP or any of their respective Affiliates relating to the negotiation, execution or delivery of this Sponsor Letter Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Sponsor Letter Agreement or (B) alleging a breach of any fiduciary duty of the HTP Board in connection with this Sponsor Letter Agreement, the Transaction Proposals, the Merger Agreement or the Merger.

(f)           Each Sponsor Party agrees that during the Voting Period it shall not, without HTP’s and the Company’s prior written consent, (i) make or attempt to make any transfer of such Sponsor Party’s Founder Shares that would not be permitted pursuant to Section 7 of that certain Letter Agreement, dated December 2, 2020, by and between certain Sponsor Parties and HTP (the “IPO Letter Agreement”); (ii) grant any proxies or powers of attorney with respect to any or all of such Sponsor Party’s Founder Shares; or (iii) take any action with the intent to prevent, impede, interfere with or adversely affect such Sponsor Party’s ability to perform its obligations under this Section 1.  HTP hereby agrees to reasonably cooperate with the Company in enforcing the transfer restrictions set forth in this Section 1.

(g)         In the event of any equity dividend or distribution, or any change in the equity interests of HTP by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Founder Shares” shall be deemed to refer to and include the Founder Shares as well as all such equity dividends and distributions and any securities into which or for which any or all of the Founder Shares may be changed or exchanged or which are received in such transaction.

(h)         During the Voting Period, each Sponsor Party agrees to provide to HTP, the Company and their respective Representatives any information regarding such Sponsor Party or the Founder Shares that is reasonably requested by HTP, the Company or their respective Representatives and is required in order for the Company and HTP to comply with Sections 10.03, 10.04 and 10.07 of the Merger Agreement.  To the extent required by applicable Law, Sponsor hereby authorizes the Company and HTP to publish and disclose in any announcement or disclosure required by the SEC, NYSE or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Sponsor’s identity and ownership of Founder Shares and the nature of Sponsor’s commitments and agreements under this Sponsor Letter Agreement, the Merger Agreement and any other Ancillary Agreements; provided that such disclosure is made in compliance with the provisions of the Merger Agreement.

(a)          with respect to 25% of any Deferred Founder Shares, if and until such time, in any case on or before the fifth (5^th) anniversary of the Closing Date, that the closing sale price as reported on NYSE of shares of Surviving Pubco Class A Shares equals or exceeds $12.00 per share (as equitably adjusted for any subdivisions, stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the outstanding shares of Surviving Pubco Class A Shares, the “$12.00 Share Price Milestone”) for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing on or after the Closing Date;

(b)         with respect to 25% of any Deferred Founder Shares, if and until such time, in any case on or before the fifth (5^th) anniversary of the Closing Date, that the closing sale price as reported on NYSE of shares of Surviving Pubco Class A Shares equals or exceeds $14.00 per share (as equitably adjusted for any subdivisions, stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the outstanding shares of Surviving Pubco Class A Shares, the “$14.00 Share Price Milestone”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing on or after the Closing Date;

(c)          with respect to 25% of any Deferred Founder Shares, if and until such time, in any case on or before the fifth (5^th) anniversary of the Closing Date, that the closing sale price as reported on NYSE of shares of Surviving Pubco Class A Shares equals or exceeds $16.00 per share (as equitably adjusted for any subdivisions, stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the outstanding shares of Surviving Pubco Class A Shares, the “$16.00 Share Price Milestone”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing on or after the Closing; and

(d)          with respect to 25% of any Deferred Founder Shares, if and until such time, in any case on or before the fifth (5^th) anniversary of the Closing Date, that the last closing price as reported on NYSE of shares of Surviving Pubco Class A Shares equals or exceeds $18.00 per share (as equitably adjusted for any subdivisions, stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the outstanding shares of Surviving Pubco Class A Shares, the “$18.00 Share Price Milestone” and, collectively with the $12.00 Share Price Milestone, the $14.00 Share Price Milestone and the $16.00 Share Price Milestone, the “Earnout Milestones”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing on or after the Closing.

THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE SPONSOR LETTER AGREEMENT, DATED AS OF SEPTEMBER 7, 2021, BY AND AMONG THE HOLDER HEREOF AND THE OTHER PARTIES THERETO.

(a)          Each Sponsor Party agrees that it, he or she shall not Transfer any Founder Shares until the earlier of (A) one year after the Closing and (B) subsequent to the Closing, (x) if the closing price of the Surviving Pubco Class A Shares equals or exceeds $12.00 per share (as equitably adjusted for any subdivisions, stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the outstanding shares of Surviving Pubco Class A Shares) for any 20 Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing or (y) the date on which an Earnout Strategic Transaction is consummated.

(b)          Each Sponsor Party agrees that it, he or she shall not Transfer any HTP Sponsor Warrants (or any Surviving Pubco Class A Shares underlying the HTP Warrants), until 30 days after the completion of the Closing.

(c)          Notwithstanding the provisions set forth in Section 2 or this Section 4, Transfers of Deferred Founder Shares are permitted (a) to HTP’s officers or directors, any Affiliate or family member of any of HTP’s officers or directors, any Affiliate of the Sponsor to any members of the Sponsor or any of their Affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate or such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (f) in the event of HTP’s liquidation, merger, capital stock exchange or similar transaction which results in all of HTP’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to HTP’s completion of the Transactions; provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with HTP agreeing to be bound by the transfer restrictions in and other provisions contained in this Sponsor Letter Agreement.

(a)          if Surviving Pubco shall engage in a “going private” transaction pursuant to Rule 13e-3 under the Securities Exchange Act 1934, as amended (the “Exchange Act”) or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act;

(b)          if Surviving Pubco Class A Shares shall cease to be listed on a national securities exchange, other than for the failure to satisfy: (i) any applicable minimum listing requirements, including minimum round lot holder requirements, of such national securities exchange; or (ii) a minimum price per share requirement of such national securities exchange; or

(c)          if there is consummated, in a single transaction or as a result of a series of related transactions, a merger, consolidation, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to Surviving Pubco and its Subsidiaries, taken as a whole, whereby all or substantially all of the holders of outstanding shares of Surviving Pubco Class A Shares have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property;

(a)          Organization.  If such Sponsor Party is not an individual, it is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated, organized or constituted, and the execution, delivery and performance of this Sponsor Letter Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Party’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational action on the part of the Sponsor Party.  If such Sponsor Party is an individual, such Sponsor Party has full legal capacity, right and authority to execute and deliver this Sponsor Letter Agreement and to perform such Sponsor Party’s obligations hereunder.

(b)         Ownership of Founder Shares.  Such Sponsor Party is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, and has good and valid title to, all of such Sponsor Party’s Founder Shares (including those set forth across from the Sponsor Party’s name on Annex A hereto), free and clear of any Lien, or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Founder Shares), except (i) transfer restrictions under the Securities Act of 1933, (ii) prior to the Closing, the HTP Governing Document, the IPO Letter Agreement and (iii) this Sponsor Letter Agreement.  The Sponsor Party’s Founder Shares set forth across from such Sponsor Party’s name on Annex A attached hereto are the only securities of HTP owned of record or beneficially by such Sponsor Party or such Sponsor Party’s Affiliates, family members or trusts for the benefit of such Sponsor Party or any of such Sponsor Party’s family members on the date of this Sponsor Letter Agreement, except as otherwise set forth on Annex A with respect to such other Person.  Such Sponsor Party has the sole right to transfer and direct the voting of such Sponsor Party’s Founder Shares and, other than with respect to the HTP Governing Document and the IPO Letter Agreement, none of such Sponsor Party’s Founder Shares are subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Founder Shares, except as expressly provided herein for the benefit of HTP.  Such Sponsor Party has the requisite voting power and the requisite power to agree to all of the matters set forth in this Sponsor Letter Agreement, with respect to all of its Founder Shares, in each case necessary to perform its obligations under this Sponsor Letter Agreement, with no limitations, qualifications or restrictions on such rights.

(c)          Authority.  This Sponsor Letter Agreement has been duly executed and delivered by such Sponsor Party and, assuming the due authorization, execution and delivery hereof by HTP and the Company and that this Sponsor Letter Agreement constitutes a legally valid and binding agreement of HTP and the Company, this Sponsor Letter Agreement constitutes a legally valid and binding obligation of such Sponsor Party, enforceable against such Sponsor Party in accordance with the terms hereof (subject only to the Enforceability Exceptions).  If this Sponsor Letter Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Letter Agreement has full power and authority to enter into this Sponsor Letter Agreement on behalf of such Sponsor Party.

(d)          Non-Contravention.  The execution and delivery of this Sponsor Letter Agreement by such Sponsor Party does not, and the performance by such Sponsor Party of its, his or her obligations hereunder will not, (i) result in a violation of applicable Law, except for such violations which would not reasonably be expected, individually or in the aggregate, to have a material effect upon such Sponsor Party’s ability to perform its obligations under this Sponsor Letter Agreement, the Merger Agreement or any Ancillary Agreement or to consummate the Transactions, (ii) if such Sponsor Party is not an individual, conflict with or result in a violation of the governing documents of such Sponsor Party, (iii) require any consent or approval that has not been given or other action (including notice of payment or any filing with any Governmental Authority) that has not been taken by any Person (including under any Contract binding upon such Sponsor Party or the Sponsor Party’s Founder Shares or HTP Warrants), except where the failure to obtain such consents or to take such actions would not reasonably be expected, individually or in the aggregate, to have a material effect upon such Sponsor Party’s ability to perform its obligations under the Merger Agreement or any Ancillary Agreement or to consummate the Transactions, or (iv) result in the creation or imposition of any Lien on such Sponsor Party’s Founder Shares.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Sponsor Party is a trustee whose consent is required for either the execution and delivery of this Sponsor Letter Agreement or the consummation by such Sponsor Party of the transactions contemplated by this Sponsor Letter Agreement that has not been obtained.

(e)          Legal Proceedings.  There is no Action pending against, or to the knowledge of such Sponsor Party, threatened against such Sponsor Party or any of its Affiliates, by or before (or that would be by or before) any Governmental Authority or arbitrator that, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected, individually or in the aggregate, to prevent or enjoin such Sponsor Party’s performance of its obligations under the Merger Agreement or any Ancillary Agreement.  None of such Sponsor Party or any of its Affiliates is subject to any Governmental Order that would reasonably be expected, individually or in the aggregate, to prevent or enjoin such Sponsor Party’s performance of its obligations under the Merger Agreement or any Ancillary Agreement.

(f)          Trusts.  If such Sponsor Party is the beneficial owner of any Founder Shares held in trust, no consent of any beneficiary of such trust is required in connection with the execution and delivery of this Sponsor Letter Agreement and the consummation of the transactions contemplated hereby or by the Merger Agreement.

(g)          Brokers’ Fees.  Except fees described in Section 7.11 of the HTP Disclosure Schedule, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from such Sponsor Party, the Company or any of their respective Affiliates in respect of the Merger Agreement, this Sponsor Letter Agreement or any of the respective transactions contemplated thereby and hereby based upon any arrangement or agreement made by the Sponsor Party.