Exhibit 10.4


 


SPONSOR
AGREEMENT


 


This SPONSOR
AGREEMENT (the “Sponsor Agreement”), dated as of March 8, 2021, is entered into by and between Motion Acquisition
LLC, a Delaware limited liability company (“Sponsor”), Motion Acquisition Corp., a Delaware corporation (“Parent”),
and Ambulnz, Inc., a Delaware corporation (the “Company”).


 


W
I T N E S S E T H:


 


WHEREAS,
concurrently with the execution of this Sponsor Agreement, Parent, the Company, and Motion Merger Sub Corp., a Delaware corporation
and direct wholly owned subsidiary of Parent (“Merger Sub”), will enter into that certain Agreement and Plan
of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which Merger Sub will merge with
and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”);


 


WHEREAS,
Sponsor is the sole holder of Class B Common Stock, par value $0.0001, of the Parent (the “Parent Class B Common Stock”);
and


 


WHEREAS,
the Sponsor has agreed to waive certain of its anti-dilution and conversion rights in connection with the Merger;


 


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


 


		1.	Definitions.
                                         Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
                                         to such terms in the Merger Agreement.



 


		2.	Waiver.
                                         Immediately prior to, and conditioned upon, the Effective Time, Sponsor shall, automatically
                                         and without any further action by Sponsor or Parent, (a) irrevocably waive its respective
                                         rights under the anti-dilution and conversion provisions of (B)(2)(ii) of Article FOURTH
                                         of the Amended and Restated Certificate of Incorporation of the Parent, dated October
                                         14, 2020 (the “Parent Charter”), with respect to each of its shares
                                         of Parent Class B Common Stock held as of the date hereof and (b) agree that each of
                                         its shares of Parent Class B Common Stock held as of the date hereof shall convert to
                                         Parent Class A Common Stock on a one-to-one basis in accordance with the provisions of
                                         (B)(2)(i) of Article FOURTH of the Parent Charter. For the avoidance of doubt, the preceding
                                         sentence shall include a waiver of any anti-dilution and conversion rights of Sponsor
                                         in connection with the transactions contemplated by the Merger Agreement and any issuance
                                         of Parent Class A Common Stock in connection with those certain PIPE Financing subscription
                                         agreements entered into with certain investors and Parent simultaneously with the execution
                                         of the Merger Agreement.



 






     


     


    

 


		3.	Sponsor
                                         Representations and Warranties. The Sponsor hereby represents and warrants as of
                                         the date hereof as follows:



 


		(a)	The
                                         Sponsor holds all of the issued and outstanding Parent Class B Common Stock.






 


		(b)	The
                                         Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement
                                         and to consummate the transactions contemplated hereby and to perform all of its obligations
                                         hereunder.



 


		(c)	The
                                         execution and delivery of this Sponsor Agreement has been, and the consummation of the
                                         transactions contemplated hereby have been, duly authorized by all requisite action by
                                         the Sponsor.



 


		(d)	This
                                         Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and,
                                         assuming this Sponsor Agreement has been duly authorized, executed and delivered by the
                                         other parties hereto, this Sponsor Agreement constitutes, and upon its execution will
                                         constitute, a legal, valid and binding obligation of the Sponsor enforceable against
                                         it in accordance with its terms.



 


		4.	Successors
                                         and Assigns. The Sponsor acknowledges and agrees that the terms of this Sponsor Agreement
                                         are binding on and shall inure to the benefit of their respective beneficiaries, heirs,
                                         legatees and other statutorily designated representatives. The Sponsor also understands
                                         that this Sponsor Agreement, once executed, is irrevocable and binding, and if the Sponsor
                                         Transfers any shares of Parent Class B Common Stock held by the Sponsor as of the date
                                         of this Agreement prior to giving effect to the waiver and conversion pursuant to Paragraph
                                         2 above, the transferee shall execute a joinder to this Sponsor Agreement in a form
                                         reasonably acceptable to the Parent and the Company. As used herein, “Transfer”
                                         shall mean the (a) sale or assignment of, offer to sell, hypothecation, pledge, contract
                                         or agreement to sell, 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 Securities Exchange Act of 1934, as amended, 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). “Transferred” or “Transferring” shall have a correlative
                                         meaning.



 


		5.	Termination.
                                         This Sponsor Agreement shall terminate, and have no further force and effect, as of the
                                         earlier to occur of (a) Closing (after giving effect to Paragraph 2) and (b) the
                                         termination of the Merger Agreement in accordance with its terms prior to the Effective
                                         Time.



 


		6.	Counterparts.
                                         This Sponsor Agreement may be executed in counterparts (including by electronic means),
                                         all of which shall be considered one and the same agreement and shall become effective
                                         when signed by each of the parties and delivered to the other parties, it being understood
                                         that all parties need not sign the same counterpart.



 




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		7.	Governing
                                         Law. All issues and questions concerning the construction, validity, interpretation
                                         and enforceability of this Sponsor Agreement shall be governed by and construed in accordance
                                         with the laws of the State of Delaware, without giving effect to any choice of law or
                                         conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)
                                         that would cause the application of the laws of any jurisdiction other than the State
                                         of Delaware. The parties hereto (i) all agree that any action, proceeding, claim or dispute
                                         arising out of, or relating in any way to, this Sponsor Agreement shall be brought and
                                         enforced in the courts of the State of Delaware or the federal courts located in the
                                         State of Delaware, and irrevocably submit to such jurisdiction and venue, which jurisdiction
                                         and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
                                         and venue or that such courts represent an inconvenient forum.



 


		8.	Waiver
                                         of Jury Trial. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
                                         WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
                                         AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
                                         SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY
                                         ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
                                         AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR
                                         ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
                                         PARTY WOULD NOT, IN THE EVENT OF A PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER,
                                         (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)
                                         EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED
                                         TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
                                         IN THIS PARAGRAPH 9.



 


[signature
page follows]


 




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


 


	 	MOTION ACQUISITION LLC
	 	 
	 	By:	/s/ James Travers
	 	Name: 	James Travers
	 	Title:	Managing Member
	 	 	 
	 	MOTION ACQUISITION CORP.
	 	 
	 	By:	/s/ Michael Burdiek
	 	Name:	Michael Burdiek
	 	Title:	Chief Executive Officer 
	 	 	 
	 	AMBULNZ, INC.
	 	 
	 	By:	/s/ Stan Vashovsky
	 	Name:	 Stan Vashovsky
	 	Title:	 Chief Executive Officer





 


[Signature Page to Sponsor Agreement]