展品10.3

贊助商 投票及壓力位協議

贊助投票和壓力位協議（本“Ag協議”將在2024年10月21日訂立，并由香港法律下成立的Great Rich Technologies Limited以及一家英屬維京群島公司（“母公司”）、Flag Ship Acquisition Corporation，來自開曼群島的獲豁免公司（以下簡稱“Flag Ship”或“收購公司”），以及列於權益代理（“贊助商”). The Parent, the Company and Sponsor shall each be referred to herein from time to time as a “派對”和“”的名稱。雙方.”

鑒於在本協議中使用但未另行定義的大寫詞彙應具有合併協議中所賦予的含義。關ger Ag協議由母公司、星科創板Merger Star有限公司（簡稱「關gger Sub），根據該協定，公司將與Merger Sub進行合併（“合併”）等事項，並使Merger Sub成為合併後的生存公司的全資子公司；關ger），Merger Sub作為合併的存續公司，將與母公司合併；

鑒於贊助方在本協議生效當天，是下列股份的唯一合法擁有人：(a) 1,725,000公司普通股；(b) 238,000公司普通股單位下的公司普通股；(c) 在238,000公司權利單位下的公司普通股轉換後可發行的23,800股公司普通股。所有這些股份（在(a)至(c)條款列明的）在本文件中統稱為“已持有股份”。已持有股份；贊助方在本協議生效後及協議期間內取得的已持有股份及其他公司普通股（或任何可轉換為公司普通股或行使或交換成公司普通股的證券），在本文件中統稱為“其餘股份”對象股份單元，可以包括上述任何一種或多種證券（總稱“單元”），根據單元協議（“單元協議”）的條款發行；

鑒於作為進入合併協議的條件，母公司和公司已要求贊助商簽署本協議。

現在，因此鑒於上述所述的前提，該前提已納入本協議中，並且作為完全於下文設定的一部分，並且希望藉此在法律上受到約束，當事人同意如下：

第一篇
贊助商的陳述和保證

贊助商謹代表並向母公司和公司作出以下保證：

1.1 或者g組織及良好聲譽贊助方已依法正式成立，並在英屬維爾京群島的法律下合法存在並且具有一切必要權力和權威來擁有、租賃和運營其資產，並進行其目前所從事的業務。贊助方已取得合格或持照資格，並在各個相關司法管轄區內業務非常正常並處於工作中，以滿足其所擁有、租賃或經營的物業的性質或其業務所需的任何合資格或持照要求。

1.2 授權; 綁定g Ag協議贊助商具備所有必要的權力和權限來簽署並交付本協議，履行其在本協議下的義務並完成本協議所設想的交易。本協議的簽署和交付以及本協議所設想的交易的完成已獲得合法授權，並且贊助商無需進行其他程序來授權簽署和交付本協議或完成本協議所設想的交易。本協議已由贊助商簽署和交付，假設其他方已經合法地授權、簽署和交付本協議，則本協議是負責任的負擔並可追索贊助商，並根據其條款對贊助商具有強制執行力，但須受適用的破產、破產、欺詐轉讓、重整、停業暫停和影響或涉及普遍債權人權利的法律限制，就可執行性而言，則須受到一般公平原則的制約，無論是在公平程序中還是在民法訴訟中考慮該可執行性（“執行能力例外”).

1.3 政府批准贊助商在履行本協議或本協議涉及的交易之交付之前，無需獲得或向任何政府實體取得或作出任何同意。除了（a）適用於證券法、交易法和/或任何美國州“藍天”證券法律的要求（如果有），及其相關規則和法規，和（b）未獲得或作出此類同意或製作此類申報或通知不會阻止、妨礙或在任何重要方面延遲或對贊助方根據本協議履行其義務產生不利影響。

1.4 非違反根據本協議的執行和交付，以及此處所構思的交易完成，以及製造商所提供的任何規定的遵循，將不會（a）與或違反製造商的管理文件的任何條款，（b）與或違反任何適用於製造商或其任何財產或資產的任何法律，許可證，訂單或同意，或（c）（i）違反，衝突，或導致違反，（ii）構成違約（或經過通知或時間或兩者的事件將構成違約）時，（iii）導致終止，撤回，暫停，取消或修改，（iv）加速製造商根據要求的履行，（v）導致終止權利或加速，在（vi）下產生任何債務支付或提供補償，在（vii）下產生任何財產或資產設立）製造商的義務，（viii）產生任何第三方從任何人獲取同意權的義務，或（ix）賦予任何人宣告違約，行使任何救濟，加速到期或履行，取消，終止或修改任何權利，利益，義務或其他條款在製造商的任何實質合同條款下，除非有違反上述任何b或c之外（b）的任何偏差，或不能防止，阻礙或在任何實質方面，延遲或對製造商根據本協議履行其義務造成不利影響。

1.5 已持有股份贊助商是所有擁有股份的唯一合法擁有人，並且所有這些擁有股份均由贊助商清欠擁有，除本協議、公司的統轄文件、下列所定義的信函協議、合併協議或適用的美國聯邦或州證券法規定之稟購權以外，未受到任何留置權的約束。贊助商除了所擁有的股份，不合法擁有公司的任何股份。贊助商擁有唯一投票權，並且所有擁有的股份均不受任何投票信託或其他協議、安排或限制之約束，與擁有股份的投票長除，除非根據本協議根據該公司、贊助商以及公司的官員和董事於2024年6月17日所簽署的特定信函協議（以下簡稱為“信函協議”）、合併協議或公司的統轄文件。信函Ag協議，合併協議或公司的統轄文件。

1.6 Merger Agreement. Sponsor understands and acknowledges that the Parent and the Company are entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. Sponsor has received a copy of the Merger Agreement and is familiar with the provisions of the Merger Agreement.

1.7 Certain Definitions. As used in this Agreement, the terms defined in this Section 1.7 shall have the respective meanings set forth below:

(a) “Company Rights” means the 238,000 rights of the Company underlying the Company Units, with each Company Right entitling the holder thereof to receive one-tenth (1/10) of one Company Ordinary Share.

(b) “Company Units” means the 238,000 units of securities of the Company purchased by Sponsor in a private placement that occurred simultaneously with the consummation of the initial public officer of the Company, with each unit of securities so purchased comprised of one Company Ordinary Share and one Company Right.

ARTICLE II
Representations and Warranties of the Company

The Company hereby represents and warrants to Sponsor and the Parent as follows:

2.1 Organization and Good Standing. The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.

2.2 Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

2.3 Non-Contravention. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with any of the provisions hereof by the Company will not (a) conflict with or violate any provision of the Governing Documents of the Company, (b) conflict with or violate any Law, permit, Order or consent applicable to the Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company under, (viii) give rise to any obligation to obtain any third party consent from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of the Company, except for any deviations from any of the foregoing clauses (b) or (c) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by the Company of its obligations under this Agreement.

ARTICLE III
Representations and Warranties of the parent

The Parent hereby represents and warrants to Sponsor and the Company as follows:

3.1 Organization and Good Standing. The Parent is a company duly incorporated, validly existing and in good standing under the Laws of Hong Kong. The Parent has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Parent is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.

3.2 Authorization; Binding Agreement. The Parent has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of the Parent are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Parent and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, subject to the Enforceability Exceptions.

3.3 Non-Contravention. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with any of the provisions hereof by the Parent will not (a) conflict with or violate any provision of the Governing Documents of the Parent, (b) conflict with or violate any Law, permit, Order or consent applicable to the Parent or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Parent under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Parent under, (viii) give rise to any obligation to obtain any third party consent from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of the Parent, except for any deviations from any of the foregoing clauses (b) or (c) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by the Parent of its obligations under this Agreement.

ARTICLE IV
Agreement to Vote; Certain Other Covenants of Sponsor

Sponsor covenants and agrees during the term of this Agreement as follows:

4.1 Agreement to Vote.

(a) In Favor of the Merger. At any meeting of Company Shareholders called to seek the Company Shareholder Approval, or at any adjournment thereof, or in connection with any written consent of Company Shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Transaction Proposals and any other transactions contemplated by the Merger Agreement and any other Transaction Documents, Sponsor shall (i) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted (including by class vote and/or written consent, if applicable) the Subject Shares in favor of granting the Company Shareholder Approval or, if there are insufficient votes in favor of granting the Company Shareholder Approval, in favor of the adjournment of such meeting of Company Shareholders to a later date.

(b) Against Other Transactions. At any meeting of Company Shareholders or at any adjournment thereof, or in connection with any written consent of Company Shareholders or in any other circumstances upon which Sponsor’s vote, consent or other approval is sought, Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (i) other than in connection with the Merger, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Merger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any shares of the Company or, in case of a public offering only, a newly-formed holding company of the Company, (ii) any proposal for a Company Acquisition Transaction (as defined in the Merger Agreement), and (iii) any amendment of the Governing Documents of the Company or other proposal or transaction involving the Company, which, in each of cases (i) and (iii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction Document, the Merger or change in any manner the voting rights of any class of Company’s share capital.

(c) Revoke Other Proxies. Sponsor represents and warrants that any proxies or powers of attorney heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies or powers of attorney have been or are hereby revoked, other than the voting and other arrangements under the Governing Documents of the Company and the Letter Agreement.

(d) Irrevocable Proxy and Power of Attorney. Sponsor hereby unconditionally and irrevocably grants to, and appoints, the Company and any individual designated in writing by the Company, and each of them individually, as Sponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sponsor, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares, in a manner consistent with Section 4.1(a) of this Agreement. Sponsor understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of Sponsor under this Agreement. Sponsor hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Agreement.

4.2 No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of both the Parent and the Company or (z) to an Affiliate of Sponsor (provided that, in each case of the foregoing clauses (x) and (z), such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Parent and the Company, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), from the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the Merger, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Merger Agreement, Transaction Documents or the voting and other arrangements under the Governing Documents of the Company, (iii) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Any action attempted to be taken in violation of the preceding sentence will be null and void. Sponsor agrees with, and covenants to, the Parent and the Company that Sponsor shall not request that the Company register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

4.3 Waiver of Dissenters’ Rights. Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights under Section 238 of the Cayman Companies Law and any other similar statute in connection with the Merger and the Merger Agreement.

4.4 No Redemption. Sponsor irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement, Sponsor shall not elect to cause the Company to redeem any Subject Shares now or at any time legally or beneficially owned by Sponsor, or submit or surrender any of its Subject Shares for redemption, in connection with the Merger.

4.5 New Shares. In the event that prior to the Closing (i) any Company Ordinary Shares or other securities are issued or otherwise distributed to Sponsor pursuant to any stock dividend or distribution, or any change in any of the Company Ordinary Shares or other share capital of the Company by reason of any stock split-up, recapitalization, combination, exchange of shares or the like, (ii) Sponsor acquires legal or beneficial ownership of any Company Ordinary Shares after the date of this Agreement, including upon exercise of options, settlement of restricted share units or capitalization of working capital loans or (iii) Sponsor acquires the right to vote or share in the voting of any Company Ordinary Share after the date of this Agreement (collectively, the “New Securities”), the terms “Subject Shares” shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into).

4.6 Sponsor Letter Agreement. Each of Sponsor and the Company hereby agree that from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary the Letter Agreement, except with the prior consent of the Parent in connection with the Merger.

4.7 Termination. This Agreement shall terminate upon the earliest of (i) the Closing (provided, however, that upon termination at the Closing, Section 4.3, this Section 4.7, Section 4.8, Section 4.9, Section 5.1,Section 5.2, Section 5.3, Section 5.4, Section 5.5, Section 5.6 and Section 5.7 shall survive indefinitely) and (ii) the termination of the Merger Agreement in accordance with its terms, and upon such termination, no party shall have any liability hereunder other than for its willful and material breach of this Agreement prior to such termination.

4.8 Additional Matters. Sponsor shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Parent and the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement, the Merger Agreement and the other Transaction Documents and (ii) refrain from exercising any veto right, consent right or similar right (whether under the Governing Documents of the Company or the Cayman Companies Law) which would prevent, impede or, in any material respect, delay or adversely affect the consummation of the Merger.

4.9 Exclusivity; Confidentiality. Sponsor shall be bound by and comply with Sections 4.05 (Exclusive Dealing) and 4.03 (Company Confidentiality) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) Sponsor was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company” contained in Section 4.05 of the Merger Agreement (other than for purposes of the definition of Company Acquisition Transaction) and “Affiliates” contained in Article X of the Merger Agreement also refers to Sponsor.

4.10 Consent to Disclosure. Sponsor consents to and authorizes the Parent and the Company, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Parent or the Company, as applicable, reasonably determines to be necessary or advisable in connection with the Merger or any other transactions contemplated by the Merger Agreement or this Agreement, Sponsor’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of Sponsor’s commitments and obligations under this Agreement, and Sponsor acknowledges that the Parent and the Company may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Sponsor agrees to promptly give the Parent and the Company, as applicable, any information that is in its possession that the Parent or the Company, as applicable, may reasonably request for the preparation of any such disclosure documents, and Sponsor agrees to promptly notify the Parent and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that Sponsor shall become aware that any such information shall have become false or misleading in any material respect.

ARTICLE V
General Provisions.

5.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the Parent and the Company in accordance with Section 11.04 of the Merger Agreement and to Sponsor at the address set forth below (or at such other address for a Party as shall be specified by like notice):

5.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if no federal court in the State of Delaware accepts jurisdiction, any state court within the State of Delaware) (the “Delaware Courts”) over all claims or causes of action (whether in contract or tort, in law or in equity, or granted by statute or otherwise) that may be based upon, arise out of or relate to this Agreement and any other document or instrument delivered pursuant to this Agreement, or the negotiation, execution, termination, validity, interpretation, construction, enforcement, performance or nonperformance of this Agreement or otherwise arising from the transactions contemplated hereby or the relationship among the parties (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with, or as an inducement to enter into, this Agreement) (collectively, “Related Claims”), and each Party hereby irrevocably agrees that all Related Claims may be heard and determined in such courts. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law,

any objection which it may now or hereafter have to the laying of venue of any such Related Claim brought in any such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereby consents to process being served by any other Party in any Related Claim by the delivery of a copy thereof in accordance with the provisions of Section 5.1 (other than by email) along with a notification that service of process is being served in conformance with this Section 5.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY

5.3 Survival. The representations, warranties and covenants of the Parties contained in this Agreement shall terminate at upon the termination of this Agreement as contemplated in Section 4.7, and only the provisions set forth therein to survive the termination of this Agreement, shall so survive its termination.

5.4 Succession and Assignment. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties. Neither this Agreement nor any of the rights, interests or obligations of a Party hereunder shall be assignable by such Party; provided, however, that the Parent may assign its rights, but not its obligations, under this Agreement to any Affiliate of the Parent or to any future purchaser of the Parent or the Surviving Company or its respective assets or (b) collaterally assign any or all of their rights and interests hereunder to one or more lenders of the Parent or the Surviving Company.

5.5 Amendment and Waiver. Any provision of this Agreement may be amended only in a writing signed by the Parties. At any time prior to the Closing, any Party may, to the extent not prohibited by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of another Party; (b) waive any inaccuracies in the representations and warranties made to the other Party contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of the waiving Party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such extending or waiving Party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

5.6 Third-Party Beneficiaries. This Agreement is not intended to confer upon any Person not a Party any rights or remedies hereunder (other than the Merger Sub as third-party beneficiary of the rights of the Parent in this Agreement).

5.7 Incorporation by Reference. The provisions of Sections 11.06, 11.08, 11.10, 11.13, 11.16 and 11.17(a) of the Merger Agreement are incorporated herein by reference, mutatis mutandis, as if set forth in full herein.

[Signature pages follow]

IN WITNESS WHEREOF, each Party has duly executed and delivered this Agreement as a deed, all as of the date first written above.

[Signature Page to Sponsor Voting and Support Agreement]

IN WITNESS WHEREOF, each party has duly executed and delivered this Agreement as a deed, all as of the date first written above.

[Signature Page to Sponsor Voting and Support Agreement]

IN WITNESS WHEREOF, each party has duly executed and delivered this Agreement as a deed, all as of the date first written above.

[Signature Page to Sponsor Voting and Support Agreement]