Exhibit 10.1


 


Execution Version


 


SPONSOR SUPPORT AGREEMENT


 


This Sponsor Support Agreement (this “Agreement”)
is made as of November 9, 2021, by and among GT Gettaxi ListCo, a Cayman Islands exempted company (“Pubco”), Rosecliff
Acquisition Corp I, a Delaware corporation (“SPAC”), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability
company (“Sponsor”), and the undersigned individuals, each of whom is a director and/or officer of SPAC (the “Insiders”
and, together with Sponsor, the “Voting Parties” and each a “Voting Party”).


 


WHEREAS, contemporaneously with the execution
and delivery of this Agreement, (i) SPAC, (ii) GT Gettaxi Limited, a Cyprus corporation, (iii) Pubco, (iv) GT Gettaxi SPV, a Cayman Islands
exempted company (“SPV Holdco”), (v) GT Gettaxi Merger Sub 1, a Cayman Islands exempted company (“Merger Sub
I”), (vi) Gett Merger Sub, Inc., a Delaware corporation (“Merger Sub II”) and (vii) Dooboo Holding Limited,
a Cyprus corporation (“Dooboo”) entered into a Business Combination Agreement (as the same may be amended from time
to time, the “Business Combination Agreement”), pursuant to which, at the Closing, (a) Pubco will acquire all of the
issued and outstanding ordinary shares, par value $0.01 per share, of Pubco (“Ordinary Shares”) held by Dooboo from
Dooboo in exchange for such par value in cash, (b) following Pubco’s receipt of the PIPE Financing Amount and issuance of Ordinary
Shares in exchange for the PIPE Financing Amount, SPV Holdco will merge with and into Merger Sub I (the “SPV Holdco Merger”),
with Merger Sub I surviving as a wholly owned, direct subsidiary of Pubco and (c) following the consummation of the SPV Holdco Merger,
Merger Sub II will merge with and into the SPAC, with the SPAC surviving as a wholly owned, direct subsidiary of Pubco (collectively,
the “Business Combination”).


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:


 


1 Definitions.
As used herein, the term “Voting Shares” shall mean, taken together, all securities of SPAC beneficially owned (as
such term is defined in Rule 13d-3 under the Exchange Act, excluding shares of stock underlying unexercised options or warrants, but including
any shares of stock acquired upon exercise of such options or warrants) (“Beneficially Owned” or “Beneficial
Ownership”) by any Voting Party, including any and all securities of SPAC acquired and held in such capacity subsequent to the
date hereof. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Business Combination
Agreement.


 


2 Representations
and Warranties of the Voting Parties. Each Voting Party on its own behalf hereby represents and warrants to the other parties hereto,
severally and not jointly, with respect to such Voting Party and such Voting Party’s Beneficial Ownership of its Voting Shares set
forth on Annex A as follows:


 


(a) Organization;
Authority. If such Voting Party is not an individual, such Voting Party is duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is organized, and such Voting Party has all necessary power and authority to execute, deliver
and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Voting Party is an individual,
such Voting Party has full legal capacity, right and authority to execute, deliver and perform its obligations under this Agreement and
the consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each Voting Party.
Assuming due authorization, execution and delivery by each other party to this Agreement, this Agreement constitutes a legally valid and
binding obligation of such Voting Party, enforceable against such Voting Party in accordance with its terms, except as enforcement may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’
rights generally and by principles governing the availability of equitable remedies.


 


(b) No
Consent. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other
Person on the part of such Voting Party is required in connection with the execution, delivery and performance by such Voting Party of
this Agreement and the transactions contemplated hereby. If such Voting Party is a natural person, no consent of such Voting Party’s
spouse or creditor is necessary under any “community property” or other laws for the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby. If such Voting Party is a trust, no consent of any beneficiary is required
for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.


 






     


     


    

 


(c) No
Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor
compliance with the terms hereof, will violate, conflict with or result in a breach of, or constitute a default (with or without notice
or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease
or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule
or regulation applicable to such Voting Party or to such Voting Party’s property or assets (including the Voting Shares), or, if
such Voting Party is not an individual, such Voting Party’s Governing Documents, in each case, that would reasonably be expected
to prevent or delay the consummation of the Business Combination or that would reasonably be expected to prevent Voting Party from fulfilling
its obligations under this Agreement and consummating the transactions contemplated hereby.


 


(d) Ownership
of Shares. Except pursuant to the arrangements referred to in the following sentence, such Voting Party (i) Beneficially Owns its
Voting Shares free and clear of all Liens (other than restrictions under applicable securities laws or SPAC’s Governing Documents)
and (ii) has the sole power to vote or cause to be voted its Voting Shares. Except pursuant hereto and pursuant to (i) the Business Combination
Agreement, (ii) that certain Warrant Agreement, dated as of February 11, 2021, by and between SPAC and Continental Stock Transfer &
Trust Company, a New York corporation, (iii) the Registration Rights Agreement, dated February 11, 2021, by and between SPAC and the Voting
Parties, (iv) the Subscription Agreement, and (v) if such Voting Party is not an individual, the Governing Documents of such Voting Party,
there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Voting Party is
a party relating to the pledge, acquisition, disposition, transfer or voting of its Voting Shares prior to the consummation of the Business
Combination and there are no voting trusts or voting agreements with respect to such Voting Party’s Voting Shares. Such Voting Party
does not Beneficially Own (i) any Voting Shares, other than the Voting Shares set forth on Annex A or (ii) any options, warrants
or other rights to acquire any additional shares of common stock of SPAC (“SPAC Common Stock”) or any security exercisable
for or convertible into SPAC Common Stock, other than as set forth on Annex A.


 


(e) No
Litigation. There is no Action pending, or, to the knowledge of such Voting Party, threatened, against such Voting Party that would
reasonably be expected to materially impair or materially adversely affect the ability of such Voting Party to perform its obligations
hereunder or to consummate the transactions contemplated by this Agreement.


 


3 Agreement
to Vote Shares; Further Assurances.


 


(a) Each
Voting Party agrees, during the term of this Agreement, (x) to appear at each meeting of the stockholders of SPAC relating to the Business
Combination (a “Stockholder Meeting”) or otherwise cause its Voting Shares to be counted as present thereat for the purpose
of establishing a quorum; (y) to vote or cause to be voted the Voting Shares that he, she or it Beneficially Owns, at every meeting (or
in connection with any request for action by written consent) of the stockholders of SPAC at which the Transactions are considered and
at every adjournment or postponement thereof, and (z) to execute a written consent or consents if stockholders of SPAC are requested to
vote their shares through the execution of an action by written consent, in each case to the extent such Voting Shares are entitled to
vote thereon pursuant to the SPAC’s Governing Documents: (i) in favor of (A) the Business Combination Agreement and the Transactions,
including the SPAC Merger, (B) any proposal to adjourn or postpone such meeting of stockholders of SPAC to a later date if there are not
sufficient votes to approve the Business Combination Agreement or the Transactions, including the SPAC Merger, and (C) any other matter
reasonably necessary to the consummation of the Transactions and considered and voted upon by the stockholders of SPAC; and (ii) against
(A) any proposal or offer from any Person (other than Pubco or any of its Affiliates) concerning (1) a merger, consolidation, liquidation,
recapitalization, share exchange or other business combination transaction involving SPAC, (2) the issuance or acquisition of shares of
capital stock or other equity securities of SPAC or (3) the sale, lease, exchange or other disposition of any significant portion of SPAC’s
properties or assets; (B) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any
covenant, representation or warranty or any other obligation or agreement of (1) SPAC under the Business Combination Agreement or (2)
such Voting Party hereunder; and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere
with, delay, discourage, adversely affect or inhibit the timely consummation of the Business Combination or the fulfillment of SPAC’s
conditions under the Business Combination Agreement or change in any manner the dividend policy or capitalization, including the voting
rights, of any class of shares of SPAC (including any amendments to the Governing Documents), except as contemplated by this Agreement.


 






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(b) From
time to time, at the request of SPAC, each Voting Party shall take, all such further actions, as may be necessary or appropriate to, in
the most expeditious manner reasonably practicable, effect the purposes of this Agreement, and execute customary documents incident to
the consummation of the Business Combination.


 


4 No
Voting Trusts or Other Arrangement. Each Voting Party agrees that during the term of this Agreement Voting Party will not, and will
not permit any entity under Voting Party’s control to, deposit any Voting Shares in a voting trust, grant any proxies with respect
to the Voting Shares or subject any of the Voting Shares to any arrangement with respect to the voting of the Voting Shares except as
contemplated in this Agreement. Each Voting Party hereby revokes any and all previous proxies and attorneys in fact with respect to the
Voting Shares.


 


5 Transfer
and Encumbrance. Each Voting Party agrees that during the term of this Agreement, such Voting Party will not, directly or indirectly,
transfer (including by operation of law), sell, offer, exchange, assign, pledge or otherwise dispose of or encumber (“Transfer”)
any of his, her or its Voting Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer
of any of his, her or its Voting Shares or such Voting Party’s voting or economic interest therein. Any attempted Transfer of Voting
Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer
of Voting Shares by any Voting Party (or prohibit any Voting Party from entering into any contract, option or other agreement with respect
to, or prohibit such Voting Party from consenting to, a Transfer of any of his, her or its Voting Shares or such Voting Party’s
voting or economic interest therein) (i) to any Affiliates or any member of such Voting Party’s immediate family or any Affiliates
of such Voting Party, (ii) by gift to (a) in the case of an individual, a member of such Voting Party’s immediate family, (b) a
trust, the beneficiary of which is, or is an Affiliate of, such Voting Party or, in the case of an individual, a member of such Voting
Party’s immediate family, or (c) a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and
distribution upon death, (iv) in the case of an individual, pursuant to a qualified domestic relations order or in connection with a divorce
settlement, (v) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (vi) in the event
of SPAC’s liquidation prior to SPAC’s completion of the Business Combination or (vii) in the case of an entity, by virtue
of the laws of such Voting Party’s jurisdiction of incorporation or organization, such Voting Party’s organizational documents
or the rights attaching to the equity interests in such Voting Party upon dissolution of such Voting Party; provided, however, that in
the case of clauses (i) through (v), as a pre-condition to such Transfer, the transferee must agree in a writing, reasonably satisfactory
in form and substance to SPAC and Pubco, to be bound by all of the terms of this Agreement. For purposes of this Agreement, “immediate
family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings
of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children
and parents) of such person and his or her spouses or domestic partners and siblings.


 


6 Appraisal
and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or
rights to dissent from the SPAC Merger that Voting Party may have by virtue of ownership of the Voting Shares and (ii) agrees not to commence
or participate in any claim, derivative or otherwise, against SPAC relating to the negotiation, execution or delivery of this Agreement
or the Business Combination Agreement or the consummation of the Business Combination, including any claim (1) challenging the validity
of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Board
of Directors of SPAC in connection with this Agreement, the Business Combination Agreement or the Business Combination.


 


7 Waiver
of Anti-Dilution Provisions. Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Business Combination)
waives any adjustment to the Initial Conversion Ratio (as defined in the Amended and Restated Certificate of Incorporation of SPAC (the
“Certificate of Incorporation”)) to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of the Certificate
of Incorporation that would result from the issuance of shares of Class A Common Stock or other equity-linked securities pursuant to the
Subscription Agreements or otherwise in connection with the Transactions.


 






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8 Vesting
Provisions.


 


(a) Sponsor
agrees that, on the Closing Date, 25% of the Ordinary Shares to be received by Sponsor at the Closing in accordance with the terms of
the Business Combination Agreement in exchange for the shares of Class B common stock, par value $0.0001 per share, of SPAC (the “Founder
Shares”) (or the shares of SPAC Class A Common Stock into which the Founder Shares were converted in connection with the Transactions)
(the “Earnout Shares”), shall be transferred to an escrow agent reasonably acceptable to Sponsor and Pubco (the “Escrow
Agent”), and such Earnout Shares shall thereafter be held by the Escrow Agent in accordance with the terms of this Section 8,
the Business Combination Agreement and an escrow agreement reasonably acceptable to Pubco and Sponsor.


 


(b) The
Earnout Shares shall automatically vest in Sponsor, and Sponsor and Pubco shall cause the Earnout Shares to be released to Sponsor promptly,
following the first date during the Earnout Period on which the Share Price Level equals or exceeds $12.50 (as equitably adjusted on account
of any subdivision, capitalization, share dividend, combination, reclassification or similar equity restructuring transaction or any changes
in the Ordinary Shares as a result of a merger, consolidation, reorganization, recapitalization, business combination or similar transaction
involving Pubco) (the “Price Target”). Subject to Section 8(c), in the event that the Price Target is not met during
the Earnout Period, then this Section 8 shall terminate and no Earnout Shares shall vest in Sponsor hereunder and such shares shall be
forfeited, released and returned to Pubco upon the expiration of the Earnout Period.


 


(c) If,
during the Earnout Period, there is a Pubco Sale that will result in the holders of Ordinary Shares receiving a per share price (based
on the value of the cash, securities or in-kind consideration being delivered in respect of Ordinary Shares, as determined in good faith
by the Board of Directors of Pubco) (the “Per Share Price”) equal to or in excess of the Price Target, then immediately
prior to the consummation of such Pubco Sale (a) if the Price Target has not previously been met, it shall be deemed to have been met
and (b) Sponsor and Pubco shall cause the Earnout Shares to be released to Sponsor and Sponsor shall be eligible to participate in such
Pubco Sale. If, during the Earnout Period, there is a Pubco Sale that will result in the holders of Ordinary Shares receiving a Per Share
Price that is less than the Price Target, then this Section 8 shall terminate and no Earnout Shares shall vest in Sponsor hereunder in
connection with or following completion of the Pubco Sale and such shares shall be forfeited upon the completion of the Pubco Sale.


 


(d) As used
in this Section 8, (i) the term “Earnout Period” means the period beginning on the date that is sixty (60) days after
the Closing Date and ending on the date that is the fifth anniversary of the Closing Date; (ii) the term “Share Price Level”
means the Pubco VWAP for any twenty (20) trading days (which may or may not be consecutive) within any consecutive thirty (30) trading
day period.


 


9 Sponsor
Lock-up.


 


(a) Sponsor
agrees that it shall not effectuate a Transfer of the Restricted Securities that are held by Sponsor during the period commencing on the
Closing Date and ending on (i) for 50% of the Restricted Securities held by Sponsor, the earlier of (1) one (1) year after the Closing
Date and (2) the date on which the Pubco VWAP is equal to or greater than $12.50 (as equitably adjusted on account of any subdivision,
share split or consolidation, capitalization, share dividend, reorganization, combination, reclassification or similar equity restructuring
transaction or any changes in the Ordinary Shares as a result of a merger, consolidation, reorganization, recapitalization, business combination
or similar transaction involving Pubco) for a period of at least twenty (20) trading days (which may or may not be consecutive) within
any consecutive thirty (30) trading day period commencing after the Closing Date and (ii) for all other Restricted Securities held by
Sponsor, one (1) year after the Closing Date (the “Sponsor Lock-Up Period” and such restrictions on Transfer during
the Sponsor Lock-Up Period, the “Sponsor Lock-Up”).


 






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(b) Notwithstanding
the provisions set forth in Section 9(a), Transfers of the Restricted Securities that are held by Sponsor (and that have complied with
this Section ‎9(b)) are permitted:


 


(i) to
any Affiliates of Sponsor;


 


(ii) by
gift to (A) a trust, the beneficiary of which is, or is an Affiliate of, Sponsor, or (B) a charitable organization;


 


(iii) by
virtue of the laws of Sponsor’s jurisdiction of incorporation or organization, Sponsor’s organizational documents or the rights
attaching to the equity interests in Sponsor upon dissolution of Sponsor;


 


(iv) the
exercise of any options, warrants or other convertible securities to purchase Ordinary Shares (which exercises may be effected on a cashless
basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, that
any Ordinary Shares issued upon such exercise shall be subject to the Sponsor Lock-Up Period;


 


(v) in
the event of the Company’s liquidation, merger, share exchange, reorganization or other similar transaction that results in all
of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (including,
for the avoidance of doubt, a Pubco Sale);


 


(vi) in
connection with any bona fide mortgage, pledge, hypothecation, encumbrance or other grant of a security interest to an unaffiliated financial
institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof (so long
as any such mortgage, pledge, hypothecation, encumbrance or grant of security interest shall be on terms consistent with customary loan
or debt transactions), and Sponsor shall provide the Company with written notice prior to entering into such transaction; and


 


(vii) for
purposes of satisfying any withholding and/or other taxes that become payable in connection with the exchange of SPAC Private Warrants
held by Sponsor for Pubco Private Warrants in connection with the consummation of the Business Combination;


 


provided, that in the case of clauses
(i) through (iii), such transferee, to the extent not already party hereto, must enter into a written agreement agreeing to be bound by
the restrictions herein.


 


(c) If
any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio,
and the Company shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose.
In order to enforce this Section ‎9, the Company may impose stop-transfer instructions with respect to the Restricted Securities
of Sponsor (and any permitted transferees and assigns thereof) until the end of the Sponsor Lock-Up Period.


 


(d) During
the Sponsor Lock-Up Period, each certificate (if issued) or book entry position evidencing any Restricted Securities subject to the Sponsor
Lock-Up Period shall be stamped, notated or otherwise imprinted with a legend in substantially the following form, in addition to any
other applicable legends:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A Sponsor Support AGREEMENT,
DATED AS OF November 9, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”),
THE ISSUER’S SECURITY HOLDER NAMED THEREIN and the other parties thereto, AS AMENDED.
A COPY OF SUCH SPONSOR SUPPORT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 






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(e) For
the avoidance of any doubt, Sponsor shall retain all of the rights of a holder of the Restricted Securities held by Sponsor during the
Sponsor Lock-Up Period, including, where applicable, the right to vote any Restricted Securities, in each case, for so long as Sponsor
owns such Restricted Securities.


 


(f) As
used in this Section ‎9, (i) “Transfer” shall mean the (1) 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 U.S. Securities and Exchange Commission promulgated thereunder with
respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2), and (ii) “Restricted Securities”
shall mean the Ordinary Shares and Pubco Private Warrants to be received by Sponsor pursuant to the Business Combination Agreement, together
with any (1) securities paid as dividends or distributions with respect to such securities, (2) securities into which such securities
are exchanged or converted and (3) securities issued or issuable upon the exercise of the Pubco Private Warrants.


 


(g) Notwithstanding
anything to the contrary herein, in the event that the board of directors of Pubco (the “Pubco Board”) (i) amends or
otherwise modifies any terms of the Lock-Up (as defined in the Amended and Restated Memorandum and Articles of Association of Pubco (the
“Articles of Association”)), then such amendment or modification shall be deemed to apply to the Sponsor Lock-Up mutatis
mutandis, or (ii) waives or otherwise releases the Lock-Up (as defined in the Articles of Association) with respect to any Restricted
Shares (as defined in the Articles of Association), then such waiver or release shall be deemed to apply to the Restricted Securities
on a proportionate basis determined by reference to (x) the number of Restricted Shares (as defined in the Articles of Association) subject
to such waiver or release divided by (y) the aggregate number of Restricted Shares.


 


10 Redemption
Rights. Each Voting Party agrees not to exercise any right to redeem any Voting Shares Beneficially Owned as of the date hereof or
acquired and held in such capacity subsequent to the date hereof.


 


11 Termination.
This Agreement shall automatically terminate upon the earliest to occur of (i) the SPAC Merger Effective Time and (ii) the date on which
the Business Combination Agreement is validly terminated in accordance with its terms; provided that (x) in the case of clause (i) those
rights and obligations that are explicitly provided for to survive after the Closing (including Section 8, Section 9 and any related definitions
used therein) shall continue to apply in accordance with their terms and (y) this Section 11 and Sections 13, 14, 15, 16, 17, 18, 20 and
21 hereof shall continue to apply. In the event of a valid termination of the Business Combination Agreement in accordance with its terms,
this Agreement shall be of no force and effect and the parties agree that the Prior Letter Agreement (as defined herein) shall be reinstated
and shall be effective and binding upon them in accordance with its terms notwithstanding the termination of such agreement herein. No
such termination or reinstatement of the Prior Letter Agreement shall relieve any Voting Party, SPAC or Pubco from any liability resulting
from a willful breach of this Agreement occurring prior to such termination or reinstatement.


 


12 No
Agreement as Director or Officer. Each Voting Party is signing this Agreement solely in its capacity as a stockholder of SPAC. No
Voting Party makes any agreement or understanding in this Agreement in such Voting Party’s capacity (or in the capacity of any Affiliate,
partner or employee of Voting Party) as a director or officer of SPAC or any of its Subsidiaries (if Voting Party holds such office).
Nothing in this Agreement will limit or affect any actions or omissions taken by a Voting Party (or any Affiliate, partner or employee
of Voting Party) in his, her or its capacity as a director or officer of SPAC, and no actions or omissions taken in any Voting Party’s
capacity (or in the capacity of any Affiliate, partner or employee of Voting Party) as a director or officer shall be deemed a breach
of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict a Voting Party (or any Affiliate, partner
or employee of Voting Party) from exercising his or her fiduciary duties as an officer or director to SPAC or its Subsidiaries.


 


13 Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of
this Agreement by any party hereto and, accordingly, that this Agreement shall be specifically enforceable, in addition to any other remedy
to which such injured party is entitled at law or in equity, and that any breach of this Agreement shall be the proper subject of a temporary
or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy
at law for such breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at law or
equity and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties under
this Agreement were not carried out in accordance with the terms and conditions hereof.


 






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14 Entire
Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the subject matter hereof. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party
to this Agreement, or, in the case of a waiver, by the party against whom the waiver is to be effective. No waiver of any provisions hereof
by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing
waiver of any provision hereof by such party. Without limiting the generality of the foregoing, SPAC and each of the Voting Parties hereby
agree that as of the date of this Agreement, the letter agreement, dated as of February 11, 2021, by and among SPAC and the Voting Parties
(the “Prior Letter Agreement”) shall have no further force or effect unless and until this Agreement is terminated
pursuant to Section 11(ii).


 


15 Notices.
All notices and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by
delivery: (a) in person; (b) by e-mail (having obtained electronic delivery confirmation thereof); (c) by reputable, nationally recognized
overnight courier service; or (d) by registered or certified mail, pre-paid and return receipt requested; provided, however, that notice
given pursuant to clauses (c) and (d) above shall not be effective unless a duplicate copy of such notice is also given in person or by
e-mail (having obtained electronic delivery confirmation thereof). Such communications, to be valid, must be addressed as follows:


 


if to SPAC, to:


 


Rosecliff Acquisition Corp I

767 Fifth Avenue, 34th Floor

New York, NY 10022

Attention: Michael Murphy

Email: mm@rosecliffspac.com


 


with a copy to:


 


Latham & Watkins LLP

811 Main Street

Houston, TX 77002

Attention: Ryan J. Maierson; John M. Greer

Email: Ryan.Maierson@lw.com; John.Greer@lw.com


 


if to Pubco to:


 


c/o GT Gettaxi (UK) Limited


Floor 2, Elm Yard


13-16 Elm Street


London WC1X 0BJ


United Kingdom


Attention: Global Legal Team


Email: global.legal@gett.com


with a copy to:


 


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Lee Hochbaum, Michael Kaplan, Yasin Keshvargar

Email: lee.hochbaum@davispolk.com; michael.kaplan@davispolk.com;

 yasin.keshvargar@davispolk.com


 


if to the Voting Parties(s), to the address(es) set forth on Annex
A hereto,


 


or to such other address or to the attention of such Person or Persons
as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable
business address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest
notice date established as set forth above shall control.


 






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16 Governing
Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect
to any choice of Law or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause
the application of the law of any jurisdiction other than the State of New York. Each Party (a) irrevocably consents to the service of
the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement,
for and on behalf of itself or any of its properties or assets, in accordance with this Section 16 or in such other manner as may be permitted
by applicable Law, that such process may be served in the manner of giving notices in this Section 16 and that nothing in this Section
16 shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably and unconditionally
consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of any New
York State court or federal court of the United States of America, in each case, sitting in New York County, and any appellate court thereof
in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby or thereby, or for recognition
and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or
the transactions contemplated hereby or thereby shall be brought, tried and determined only in such New York State court or, to the extent
permitted by Law, in such federal court, (e) waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the
same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby
or thereby in any court other than the aforesaid courts. Each Party agrees that a final Order in any action or proceeding in such courts
as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the Order or in any other manner provided
by applicable Law.


 


17 WAIVER
OF TRIAL BY JURY. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) 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. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY
OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


18 Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto will substitute for any invalid, illegal or unenforceable
provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of
such invalid, illegal or unenforceable provision.


 






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19 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery”
and words of like import in this Agreement or in any instruments, agreements, certificates, legal opinions, negative assurance letters
or other documents entered into or delivered pursuant to or in connection with this Agreement shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or
“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or
stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of
a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without
limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


20 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.


 


21 Assignment;
Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written
consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
successors, permitted assigns and legal representatives, and nothing herein, express or implied, it intended to or shall confer upon any
other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


22 Further
Assurances. Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to give effect
to the transactions contemplated by this Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Sponsor Support Agreement as of the date first written above.


 


	 	 	GT GETTAXI LISTCO
	 	 
	 	By:	 
	 	 	Name:	    
	 	 	Title:	 



 





[Signature Page to Sponsor Support Agreement]


 






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	 	SPAC: Rosecliff Acquisition Corp I
	 	 
	 	By:	/s/ Michael P. Murphy
	 	 	Name: 	Michael P. Murphy
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Sponsor Support Agreement]


 






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	 	SPONSOR:
	 	 
	 	ROSECLIFF ACQUISITION SPONSOR I LLC
	 	 	 
	 	By:	/s/ Michael P. Murphy
	 	 	Name: 	Michael P. Murphy
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Sponsor Support Agreement]


 






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	 	INSIDERS:
	 	 
	 	/s/ Michael P. Murphy
	 	Michael P. Murphy
	 	 
	 	/s/ Jordan Zimmerman
	 	Jordan Zimmerman
	 	 
	 	/s/ Kieran Goodwin
	 	Kieran Goodwin
	 	 
	 	/s/ Brian Radecki
	 	Brian Radecki
	 	 
	 	/s/ Franklin S. Edmonds, Jr.
	 	Franklin S. Edmonds, Jr.
	 	 
	 	/s/ Heather Bellini
	 	Heather Bellini
	 	 



 


[Signature Page to Sponsor Support Agreement]


 






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