period commencing on the date hereof and ending on the earlier of (i) the consummation of the Closing and (ii) the valid termination of the Merger Agreement, each Sponsor agrees not to enter into, modify or amend any Contract between or among any Sponsor or any Affiliate of any such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror or any of its Subsidiaries, on the other hand, that would contradict, limit, restrict or impair (x) any partys ability to perform or satisfy any obligation under this Sponsor Agreement or (y) the Companys or Acquirors ability to perform or satisfy any obligation under the Merger Agreement.
7. Each Sponsor has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Sponsor Agreement.
8. As used herein, (i) Beneficially Own has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act; (ii) Business Combination shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Acquiror and one or more businesses; (iii) Shares shall mean, collectively, the shares of Common Stock and the Founder Shares; (iv) Founder Shares shall mean the shares of Class F Common Stock, par value $0.0001 per share, and the shares of Common Stock issuable upon conversion of such shares in connection with the Closing; (v) Private Placement Warrants shall mean the warrants to purchase up to 5,933,334 shares of Common Stock Beneficially Owned by the Sponsors in the aggregate; (vi) Prospectus shall mean the registration statement on Form S-1 and prospectus filed by Acquiror with the U.S. Securities and Exchange Commission (the Commission) in connection with the Public Offering; (vii) Public Offering shall mean the underwritten initial public offering of 34,500,000 of Acquirors units (the Units), each comprised of one share of Common Stock and one-third of one warrant to purchase shares of Common Stock; (viii) Public Stockholders shall mean the holders of securities issued in the Public Offering; (ix) Trust Account shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants was deposited; and (x) Transfer shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
9. This Sponsor Agreement and the other agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby, including, without limitation, with respect to the Sponsors, the Prior Letter Agreement. This Sponsor Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by the Acquiror and the other parties charged with such change, amendment, modification or waiver, it being acknowledged and agreed that the Companys execution of such an instrument will not be required after any valid termination of the Merger Agreement.
10. No party hereto may, except as set forth herein, assign either this Sponsor Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties (except that, following any valid termination of the Merger Agreement, no consent from the Company shall be required). Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Sponsor Agreement shall be binding on the Sponsors, the Acquiror and the Company and their respective successors, heirs, personal representatives and assigns and permitted transferees.