2. Letter Agreement; Cooperation. The Founders and Spartan have previously entered into that certain letter agreement dated February 8, 2021 in connection with the initial public offering of Spartan (as amended, the Letter Agreement). Each Founder hereby agrees (severally, and not jointly or jointly and severally) that he, she or it, as applicable, shall (a) comply with, and fully perform all of such Founders obligations, covenants and agreements set forth in paragraph 1 of the Letter Agreement and (b) use his, hers or its, as applicable, reasonable best efforts to consummate the Transactions.
3. Interim Period Lock-Up.
(a) Notwithstanding anything to the contrary in the Letter Agreement, each Founder agrees that, prior to the earlier of the Closing and any termination of the BCA in accordance with its terms, he, she or it, as applicable, shall not Transfer (as defined the Letter Agreement) any shares of Spartan Common Stock or Spartan Warrants held by him, her or it, as applicable.
(b) Nothwithstanding anything to the contrary in Section 3(a) above, the restrictions specified in Section 3(a) (i) shall be void and of no force and effect if the BCA shall be terminated for any reason and (ii) shall not prohibit the Transfer of any shares of Spartan Common Stock or Spartan Warrants (A) to Spartans officers or directors, any affiliates or family members of any of Spartans officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (B) in the case of an individual, by gift to members of the individuals immediate family or to a trust, the beneficiary of which is a member of one of the individuals immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by virtue of the laws of the state of Delaware or the Sponsors operating agreement upon dissolution of the Sponsor; (F) by private sales or transfers made in connection with the consummation of the Transactions at prices no greater than the price at which the securities were originally purchased; or (G) in the event of Spartans liquidation prior to the consummation of the Transactions; provided, however, that in the case of clauses (A) through (F), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the restrictions contained in the Letter Agreement (including provisions therein relating to voting, the Trust Account and liquidating distributions).
4. Representations and Warranties of Founders. Each Founder, severally, and not jointly or jointly and severally, represents and warrants as follows:
(a) The execution, delivery and performance by such Founder of this Agreement and the consummation by such Founder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to such Founder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Securities (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of such Founder) or (iv) conflict with, violate or result in a breach of or constitute a default under any provision of such Founders organizational documents (if such Founder is an entity) or any agreement to which such Founder is a party.
(b) As of the date of this Agreement, such Founder (i) owns exclusively of record and has good, valid and marketable title to the Securities set forth opposite the Founders name on Exhibit A free and clear of any and all Liens, options, rights of first refusal and limitations on such Founders voting rights (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of such Founder), if any, (ii) has the sole power (as currently in effect) to vote, if applicable, and the full right, power and authority to sell, transfer and deliver such Securities, and the power to agree to all of the matters applicable to such Founder set forth in this Agreement and (iii) as of the date of this Agreement, except as may be provided pursuant to the BCA, such Founder does not own any rights to purchase or acquire, directly or indirectly, any other Securities.