Pursuant to [Section 1] of the Side Letter, on the date hereof, Sponsor hereby transfers, assigns and conveys # 119,123 Sponsor Transferred Shares (the “Crestview Investor I Shares”) to Crestview Investor I and # 5,877 Sponsor Transferred Shares (the “Crestview Investor II Shares”) to Crestview Investor II (collectively, the “Crestview Transfer”). Contemporaneously with the Crestview Transfer, each of Crestview Investor I and Crestview Investor II is delivering to MPAC a Joinder to Sponsor Agreement and Letter Agreement substantially in the form attached hereto as, with respect to Crestview Investor I, [Exhibit A] and, with respect to Crestview Investor II, [Exhibit B] (together, the “Joinders”). MPAC acknowledges that the Crestview Transfer is permitted by paragraph 7(c) of the Letter Agreement (pursuant to [clause (a)] thereof) and therefore not subject to the restrictions of [Section 3(b)] of the Sponsor Agreement, subject to [Section 3(d)] of the Sponsor Agreement and MPAC’s receipt of the executed Joinders.