Exhibit 10.2


 


Execution Version


 


TRANSACTION SUPPORT AGREEMENT


 


THIS TRANSACTION SUPPORT AGREEMENT
(this “Agreement”) is entered into as of July 21, 2021 (the “Effective Date”), by and among
OP Group Holdings, LLC, a Delaware limited liability company (the “Company”), MDH Acquisition Corp., a Delaware corporation
(“MDH”), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (defined below)
(“PubCo”), and MDIH Sponsor LLC, a Delaware limited liability company (“Sponsor”).


 


RECITALS


 


Reference is made to the Business
Combination Agreement, dated as of the Effective Date (as amended or modified from time to time in accordance with the terms of such agreement,
the “BCA”) by and among (i) MDH, (ii) PubCo, (iii) Milestone Merger Sub Inc., a Delaware corporation
and wholly-owned subsidiary of PubCo (“Milestone Merger Sub”), (iv) MDH Merger Sub Inc., a Delaware corporation
and wholly-owned subsidiary of PubCo (“MDH Merger Sub), (v) Paylink Holdings Inc., a Delaware corporation (“Blocker”),
(vi) Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), (vii) CF OMS LLC, a Delaware
limited liability company (“CF OMS”) and (viii) the Company. Capitalized terms used herein without definition
shall have the respective meanings ascribed to such terms in the BCA.


 


As of the Effective Date, Sponsor
is the record and beneficial owner of the number and type of shares of MDH Capital Stock set forth on Schedule I attached
hereto (the “Existing Securities” and, together with any shares of MDH Capital Stock acquired by Sponsor after the
Effective Date, including upon the exercise of warrants, options or rights, the conversion or exchange of any MDH Capital Stock or convertible
or exchangeable securities or by means of purchase, dividend, distribution or otherwise, the “Subject Securities”).


 


As an inducement to the Company
to enter into the BCA and to consummate the Transactions, the parties desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


In consideration of the foregoing
and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound, the parties agree as
follows:


 


1.                  
Covenants of Sponsor. Until the termination of this Agreement in accordance with Section 2, Sponsor agrees as
follows:


 


(a)               
Approval of Transactions. Sponsor, in its capacity as a stockholder of MDH, consents to and approves and adopts the BCA
and the Transactions contemplated thereby, including the Mergers.


 


(b)                Agreement
to Vote. At any meeting of stockholders of MDH called for the approval of the MDH Stockholder Matters (as defined in the BCA),
however called, or at any adjournment or postponement thereof, or in connection with any action or approval by written consent of
the holders of MDH Capital Stock, or in any other circumstances in which Sponsor is entitled to vote, consent or give any other
approval with respect to the MDH Stockholder Matters, Sponsor shall vote (or cause to be voted) the Subject Securities under
Sponsor’s control (and, if so requested, shall promptly sign all written stockholder consents) (i) in favor of adoption
and approval of the MDH Stockholder Matters, including the adoption of the BCA and the Transactions contemplated thereby;
(ii) against approval of any proposal made in opposition to or competition with consummation of the Transactions;
(iii) against any proposal that is intended to, or is reasonably likely to, result in the conditions to Sponsor’s,
PubCo’s or MDH’s obligations under the BCA not being satisfied; and (iv) against any amendment of PubCo’s or
MDH’s certificate of incorporation that is not requested or expressly approved by the Company. Notwithstanding the foregoing,
nothing in this Section 1 shall restrict a party from terminating the BCA in accordance with Article XIII
thereof.


 






     


     


    

 


(c)               
Agreement to be Present. Sponsor shall be present, in person or by proxy, at all meetings of stockholders of MDH at which
the matters referred to in Section 1(b) are to be voted upon so that all Subject Securities are counted for the purposes of
determining the presence of a quorum at such meetings.


 


(d)               
Acknowledgment of No Appraisal Rights. Sponsor irrevocably and unconditionally waives any rights of appraisal, any dissenters’
rights and any similar rights relating to the Mergers or any other transaction contemplated by the Merger Agreement (under Section 262
of the DGCL or otherwise).


 


(e)               
No Redemption. Sponsor agrees not to redeem, or otherwise exercise any right to redeem, any Subject Securities in connection
with the consummation of the Transactions or otherwise.


 


(f)                
Waiver of Anti-dilution Protection. In accordance with the MDH Certificate of Incorporation, Sponsor (i) waives, subject
to, and conditioned upon, the occurrence of the Closing (for itself, its successors, assigns and, as the holder of a majority of MDH Class B
Common Stock, with respect to all MDH Class B Common Stock, regardless of the owners thereof), to the fullest extent permitted by
Law, and (ii) agrees not to assert or perfect, any rights to adjustment or other anti-dilution protections with respect to any of
Sponsor’s Subject Securities and all MDH Class B Common Stock, in connection with the consummation of the Transactions.


 


(g)               
Transfer Restrictions. Sponsor agrees not to sell, transfer, pledge, encumber, assign or otherwise dispose of (including
by gift or by contribution or distribution) (collectively, “Transfer”) any of the Subject Securities, or enter into
any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of
any of the Subject Securities, unless prior to making such Transfer, the transferee of the Subject Securities has agreed to be bound by
the terms of this Agreement to the same extent as Sponsor with respect to the Subject Securities so transferred, in each case, other than
as contemplated in the BCA or in any agreement entered into by Sponsor and the Company in connection with the Transaction after the Effective
Date.


 


(h)                Representations
and Warranties. Each of the parties hereto represents and warrants that (i) it has the power and authority, or capacity, as
the case may be, to enter into this Agreement and to carry out its obligations hereunder, (ii) the execution and delivery of
this Agreement and the performance of its obligations hereunder have been duly and validly authorized by all corporate or limited
liability company action on its part and (iii) this Agreement has been duly and validly executed and delivered by each of the
parties hereto and constitutes, a legal, valid and binding obligation of each such party enforceable in accordance with its terms,
except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally
and by general equitable principles. Sponsor further represents and warrants to Company that the Existing Securities of Sponsor
constitute all of MDH Capital Stock owned of record or beneficially by Sponsor as of the Effective Date. Sponsor has sole voting
power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1
and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject
Securities of Sponsor, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to
the matters set forth in Section 1 and sole power to agree to all of the matters set forth in this Agreement, in each
case, with respect to all of the Subject Securities of Sponsor from the Effective Date through the Effective Time, in each case with
no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this
Agreement. Sponsor has good and valid title to the Existing Securities of Sponsor and at all times from the Effective Date through
the Effective Time will have good and valid title to the Subject Securities of Sponsor, in each case, free and clear of all Liens,
subject to applicable federal securities laws and the terms of this Agreement. Sponsor has the requisite authority to waive,
individually and on behalf of other holders of MDH Class B Common Stock and MDH Warrants, the anti-dilution protection of such
securities as set forth in Section 1(f). Intending to modify any applicable statute of limitations, the parties agree
that the representations and warranties in this Agreement shall terminate effective as of the Closing and shall not survive the
Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any party or any
of their respective Affiliates in respect thereof. Each of the parties (in each case, on behalf of itself and its Affiliates and
each of their respective directors, managers, officers, general partners, equity holders and managing members) agrees that, from and
after the Closing, under no circumstances will the Company, MDH, Sponsor or any other Person have any liability or responsibility
for any losses, damages, liabilities, penalties, fines, costs or expenses of whatever kind or nature relating to or arising from any
actual or alleged breach of any representation or warranty set forth in this Agreement.


 






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(i)                
Further Assurances. From time to time and without additional consideration, Sponsor shall execute and deliver, or cause
to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall
take such further actions as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement,
in each case, solely at Sponsor’s expense.


 


(j)                
Acknowledgment. Sponsor acknowledges and agrees that Sponsor is entering into this Agreement in Sponsor’s own free
will and not under any duress or undue influence and that Sponsor has had an opportunity to ask questions and receive answers concerning
the terms and conditions of this Agreement and the BCA (including all exhibits thereto) as Sponsor has requested. Sponsor represents that
Sponsor has reviewed a copy of the BCA (including all exhibits thereto) and is familiar with the Transactions.


 


2.                  
Termination. This Agreement shall terminate, and no party shall have any rights or obligations hereunder, and this Agreement
shall become null and void and have no further effect upon the earliest to occur of: (a) the termination of the BCA in accordance
with its terms prior to the Closing; (b) the Effective Time; and (c) the effective date of a written agreement duly executed
and delivered by the parties hereto terminating this Agreement.


 


3.                  
General Provisions.


 


(a)               
Amendment. This Agreement may not be amended except by an instrument signed by the parties hereto.


 


(b)               
Notices. All notices, demands and other communications to be given or delivered under this Agreement shall be in writing
and shall be deemed to have been given (i) when personally delivered (or, if delivery is refused, upon presentment) or received by
email (with confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business
Day, (ii) one Business Day following sending by reputable overnight express courier (charges prepaid) or (iii) three calendar
days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified
in writing pursuant to the provisions of this Section 3(b), notices, demands and other communications shall be sent to the
addresses indicated below.


 






    3 


     


    

 


if to MDH, to:


 


MDH Acquisition Corp.


600 North Caroll Avenue, Suite 100





Southlake, Texas 76092


Attention: Franklin McLarty


Email: franklin@mclartydiversified.com


 


with a copy (which shall not
constitute notice) to:


 


Shearman & Sterling LLP


401 9th Street NW


Washington, D.C. 20004


		Attention:	Christopher M. Zochowski



Bradley A. Noojin


Alain Dermarkar


	 	Email:	Chris.Zochowski@Shearman.com
	 		Bradley.Noojin@Shearman.com
	 		Alain.Dermarkar@Shearman.com




 


if to the Sponsor, to:


 


c/o MDH Acquisition
Corp.


600 North Caroll
Avenue, Suite 100


Southlake, TX 76092


Attention: Franklin
McLarty


Email: franklin@mclartydiversified.com


 


with a copy (which shall not
constitute notice) to:


 


Shearman & Sterling LLP


401 9th Street NW


Washington, D.C. 20004


		Attention:	Christopher M. Zochowski



Bradley A. Noojin


Alain Dermarkar


	 	Email:	Chris.Zochowski@Shearman.com
	 	 	Bradley.Noojin@Shearman.com
	 	 	Alain.Dermarkar@Shearman.com




 


if to the Company or PubCo,
to:


 


222 S. Riverside Plaza, Suite 950


Chicago, Illinois 60606


Attention: Rebecca Howard


Kevin Hovis


Email: RHoward@paylinkdirect.com


KHovis@paylinkdirect.com


 


with a copy (which shall not
constitute notice) to:


 


Kirkland & Ellis LLP


2049 Century Park East, Suite 3700


Los Angeles, California 90067


Attention: Jonathan Benloulou, P.C.





 






    4 


     


    

 


Evan Roberts


Email: jonathan.benloulou@kirkland.com


evan.roberts@kirkland.com


 


(c)               
Counterparts; Electronic Delivery. This Agreement and any other agreements, certificates, instruments and documents delivered
pursuant to this Agreement may be executed and delivered in one or more counterparts and by email, each of which shall be deemed an original
and all of which shall be considered one and the same agreement. No Party shall raise the use of email to deliver a signature or the fact
that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to
the formation or enforceability of a contract and each Party forever waives any such defense.


 


(d)               
Interpretation. The headings and captions used herein are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule attached hereto and not otherwise defined therein
shall have the meanings set forth herein. The use of the word “including” herein shall mean “including without limitation.”
The words “hereof,” “herein,” and “hereunder” and words of similar import, when used herein, shall
refer to this Agreement as a whole and not to any particular provision hereof. References herein to a specific Section, Subsection, Recital
or Schedule shall refer, respectively, to Sections, Subsections, Recitals or Schedules hereof. Terms defined in the singular shall have
a comparable meaning when used in the plural, and vice versa. References herein to any gender shall include each other gender. The word
 “or” shall not be exclusive unless the context clearly requires the selection of one (but not more than one) of a number of
items. References to “written” or “in writing” include in electronic form. Any reference to “days”
shall mean calendar days unless Business Days are specified; provided that if any action is required to be done or taken on a day
that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business
Day thereafter. References herein to any Law shall be deemed also to refer to such Law, as amended, and all rules and regulations promulgated
thereunder. The word “extent” in the phrase “to the extent” (or similar phrases) shall mean the degree to which
a subject or other thing extends, and such phrase shall not mean simply “if.”


 


(e)               
Entire Agreement. This Agreement, the BCA and the Ancillary Agreements constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and are not intended
to confer upon any Person other than the parties hereto any rights or remedies hereunder.


 


(f)                
Severability. Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid
under applicable Law, but if any provision hereof or the application of any such provision to any Person or circumstance shall be held
to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by any court of competent jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating
the remainder of such provision, there shall be added automatically as a part hereof a legal, valid and enforceable provision as similar
in terms to such illegal, invalid, or unenforceable provision as may be possible.


 


(g)                Assignment;
No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party.
Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors, heirs, agents, representatives, trust beneficiaries, attorneys, affiliates and associates and all
of their respective predecessors, successors, permitted assigns, heirs, executors and administrators. Nothing in this Agreement,
express or implied, is intended to confer upon any party hereto, other than the parties hereto and their respective permitted
successors, assigns, heirs and representatives, any rights or remedies under this Agreement or otherwise create any third party
beneficiary hereto.


 






    5 


     


    

 


(h)               
Governing Law; Waiver of Jury Trial; Jurisdiction. The Laws of the State of Delaware shall govern (i) all Proceedings,
claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (ii) any questions
concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed
by this Agreement, in each case 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 Law of any jurisdiction other than the State of Delaware.
EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR
AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. EACH
OF THE PARTIES FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties hereto
submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then
to the Federal District Court for the District of Delaware, in any Proceeding arising out of or relating to this Agreement, agrees that
all claims in respect of the Proceeding shall be heard and determined in any such court and agrees not to bring any Proceeding arising
out of or relating to this Agreement in any other courts. Nothing in this Section 3(h), however, shall affect the right of
any party hereto to serve legal process in any other manner permitted by Law or at equity. Each party hereto agrees that a final judgment
in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or
at equity.


 


(i)                
Specific Performance. Each party hereto agrees and acknowledges that it will be impossible to measure in money the damages
that would be suffered if the parties hereto fail to comply with any of the obligations imposed on them by this Agreement and that, in
the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at Law. Any such Party
shall, therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to injunctive
relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any Proceeding should be
brought in equity to enforce any of the provisions of this Agreement, none of the Parties shall raise the defense that there is an adequate
remedy at Law.


 


[Signature Pages Follow]





 






    6 


     


    

 


IN WITNESS WHEREOF, the Company,
MDH, PubCo and Sponsor have caused this Transaction Support Agreement to be executed as of the Effective Date.


 


	 	COMPANY:
	 	 
	 	OP
    GROUP HOLDINGS, LLC
	 	 
	 	By:	/s/ Rebecca Howard  
	 	Name:  Rebecca Howard
	 	Title: Chief Executive Officer




 


[Signature Page to Transaction Support Agreement]


 






    


     


    

 





	 	MDH:
	 	 
	 	MDH
    ACQUISITION CORP.
	 	 
	 	By:	/s/ Beau Blair   
	 	Name:  Beau Blair
	 	Title: Chief Executive Officer




 


[Signature Page to Transaction Support Agreement]


 






    


     


    

 





	 	PUBCO:
	 	 
	 	OLIVE
    VENTURES HOLDINGS, INC.
	 	 
	 	By:	/s/ Rebecca Howard  
	 	Name:  Rebecca Howard
	 	Title: Chief Executive Officer







 


[Signature
Page to Transaction Support Agreement]


 






    


     


    

 


	 	SPONSOR:
	 	 
	 	MDIH
    SPONSOR LLC
	 	 
	 	By: McLarty Diversified Intermediate Holdings LLC
	 	Its:
Managing Member
	 	 
	 	By:	/s/ Beau Blair
	 	Name:  Beau Blair
	 	Title: Manager




 


[Signature
Page to Transaction Support Agreement]


 









    


     


    

 


Schedule I


Existing Securities


 


	Sponsor	 	Number of Shares of Class A Common Stock of MDH	 	 	Number of Shares of Class B Common Stock of MDH	 	 	Number of MDH Warrants	 
	MDIH Sponsor LLC	 	 	0	 	 	 	6,900,000	 	 	 	6,550,000