Exhibit 10.2


 


TRANSACTION SUPPORT AGREEMENT


 


This
Transaction Support Agreement (this “Agreement”) is made as of December 5, 2022, by and among (i) SportsMap
Tech Acquisition Corp., Inc., a Delaware corporation (“SportsMap”), (ii) Infrared Cameras Holdings, Inc.,
a Delaware corporation (the “Company”), and (iii) the Persons set forth on Schedule 1 attached hereto
(each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in
this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, (i) SportsMap, (ii) ICH Merger Sub Inc., a Delaware corporation
and a wholly-owned subsidiary of SportsMap (“Merger Sub”), and (iii) the Company are entering into that certain
Business Combination Agreement dated as of the date hereof (as amended from time to time in accordance with the terms thereof, the “Business
Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving as the surviving entity, and each share of Company Common Stock, including Company Common Stock issued in
the Company Note Conversion, will be automatically converted into the right to receive a portion of the Aggregate Share Consideration
(such transactions, together with all other transactions contemplated by the Business Combination Agreement, the “Transactions”),
all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable
provisions of the DGCL;


 


WHEREAS,
the Company Board has (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable,
to enter into the Business Combination Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions
contemplated hereby and thereby (including the Merger), (b) adopted and approved the execution, delivery and performance by the
Company of the Business Combination Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions
contemplated hereby and thereby (including the Merger), (c) resolved to recommend that the stockholders of the Company entitled
to vote thereon approve and adopt the Business Combination Agreement, and (d) directed that the Business Combination Agreement be
submitted to the stockholders of the Company for approval and adoption;


 


WHEREAS,
the Company Class A Stockholders as of the date of the Business Combination Agreement have approved and adopted the Business Combination
Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated thereby (including the
Merger);


 


WHEREAS,
as of the date hereof, each Holder is the holder of record and the beneficial owner of, and has voting power (including, without limitation,
by proxy or power of attorney) and dispositive power over, such number of shares of Company Class A Common Stock (the “Shares”
together with any other equity securities of the Company that such Party holds of record or beneficially, as of the date of this Agreement,
or acquires record or beneficial ownership of after the date hereof, collectively, the “Securities”) as are indicated
opposite such Holder’s name on Schedule 1 attached hereto;


 


WHEREAS,
as a condition to the willingness of SportsMap to enter into the Business Combination Agreement, and as an inducement and in consideration
therefor, and in view of the valuable consideration to be received by the Holders thereunder, and the expenses and efforts to be undertaken
by SportsMap and the Company to consummate the Transactions, SportsMap, the Company and the Holders desire to enter into this Agreement
and agree to certain matters as set forth herein.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as
follows:


 



1.             Covenant
to Vote in Favor of Transactions. Each Holder agrees, with respect to all of the Shares of such Holder (and, in the case
of Section 1(b), all of the Securities of such Holder), during the Term:


 


(a)             at
any meeting of the Company Stockholders or any class or series thereof, and in any written consent or resolutions of any of the Company
Stockholders in which such Holder is entitled to vote or consent, each Holder hereby unconditionally and irrevocably agrees to be present
for such meeting (in person or by proxy), or otherwise cause its Shares to be counted as present thereat for purposes of establishing
a quorum, and to vote or provide consent (or cause to be voted or consented) in person or by proxy, all of its Shares (i) in favor
of any actions required in furtherance of the Merger, the Company Note Conversion, the transactions contemplated by the Business
Combination Agreement and the Ancillary Documents, and any amendments to the Company’s Governing Documents, in each case, as required
pursuant to the terms of the Business Combination Agreement, and all of the other Transactions, and (ii) in opposition to: (A) any
Company Acquisition Proposal and any and all other proposals (x) for the acquisition of the Company, (y) that would reasonably
be expected to materially delay or impair the ability of the Company to consummate the Merger, the Business Combination Agreement or
any of the Transactions, or (z) which are in competition with or materially inconsistent with the Business Combination Agreement
or the Ancillary Documents; or (B) any other action or proposal involving any company that is intended to, or would reasonably be
expected to, prevent, materially impede, materially interfere with, materially delay, materially postpone or materially adversely affect
the Transactions or would result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled;


 


(b)             to
execute and deliver all additional documentation and take such other action, in each case, as is reasonably necessary or as shall reasonably
be requested by the Company or SportsMap in order to effect the Merger, the Company Note Conversion and the transactions contemplated
by the Business Combination Agreement and any Ancillary Documents, including the Transactions, including, without limitation, (i) execution
and delivery to the Company of a Letter of Transmittal and any related transmittal documents, (ii) if applicable, delivery of such
Holder’s stock certificate(s) with respect to the Shares, duly endorsed for transfer, to the Company or the Company’s
transfer agent, as applicable, (iii) if applicable, delivery of instrument(s) contemplating the conversion or exchange of each
of Holder’s Securities for shares of SportsMap Common Stock (or other similar documentation reasonably requested by SportsMap,
the Company or the Company’s transfer agent), and (iv) any applicable Ancillary Documents to be executed by the Holders pursuant
to the Business Combination Agreement (including, without limitation, the Lock-Up Agreement and Registration Rights Agreement), in each
case referred to in this clause (b), on the terms and subject to the conditions set forth in this Agreement, the Business Combination
Agreement and the Ancillary Documents;


 


(c)             to
refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger,
the Business Combination Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the DGCL; and


 


(d)             without
limiting Sections 1(a) and 1(b) above, to approve and consent to and, if applicable, participate in, the
conversion of the Company Convertible Notes and any other Company convertible debt, in each case, at the applicable conversion ratio
(including any accrued or declared but unpaid dividends or interest) in accordance with their respective terms immediately prior to the
Effective Time as contemplated by the Business Combination Agreement.


 






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2.             Other
Covenants.


 


(a)             No
Transfers. Except as set forth in Section 2(b) hereof and except as contemplated by the Business Combination Agreement
and the Ancillary Documents, each Holder agrees, as to itself (and, for the avoidance of doubt, not with respect to any other Holder),
that during the Term it shall not, and shall cause its Affiliates not to, without SportsMap’s prior written consent, (A) offer
for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively,
a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding
(including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of such Holder’s Securities
(other than, with respect to any Company Options, the exercise of such Company Options in accordance with their respective terms); (B) grant
any proxies or powers of attorney with respect to any or all of such Holder’s Securities; (C) permit to exist any lien of
any nature whatsoever (other than those imposed by this Agreement, the Stockholders Agreement, applicable securities Laws or the Company’s
Governing Documents, as in effect on the date hereof) with respect to any or all of such Holder’s Securities; (D) deposit
any of such Holder’s Securities in a voting trust or subject any of such Holder’s Securities to any arrangement or agreement
with respect to the voting of such Securities (except as provided in this Agreement); or (E) commit or agree, directly or indirectly,
to take any of the foregoing actions. Each Holder agrees with, and covenants to, SportsMap that such Holder shall not request that the
Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Holder’s
Securities during the Term in contravention of this Section 2(a). Nothing in this Agreement shall prohibit the direct or
indirect Transfer of equity or other interests in any Holder.


 


(b)             Permitted
Transfers. Section 2(a) shall not prohibit a Transfer of Securities by any Holder (i) to any family member
or trust for the benefit of any family member, (ii) to any stockholder, member or partner of such Holder, if an entity, (iii) to
any Affiliate of such Holder, or (iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce
decree or by will, intestacy or other similar applicable Law, so long as, in the case of the foregoing clauses (i), (ii), (iii) and
(iv), the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a
joinder memorializing such agreement.


 


(c)             Changes
to Securities. In the event of a stock dividend or distribution, or any change in the shares of capital stock of the Company by reason
of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term
 “Securities” shall be deemed to refer to and include the Securities as well as all such stock dividends and distributions
and any securities into which or for which any or all of the Securities may be changed or exchanged or which are received in such transaction.
Each Holder agrees to, during the Term, notify SportsMap and the Company promptly in writing of the number and type of any changes to
such Holder’s ownership of or voting control with respect to Securities or upon Holder’s acquisition of, or commitment to
acquire, any additional Securities.


 


(d)             Compliance
with Business Combination Agreement. Each Holder agrees that it shall use its commercially reasonable efforts to cooperate with SportsMap
to effect the Merger and all other Transactions contemplated by the Business Combination Agreement and the Ancillary Documents.


 


(e)             Proxy
Statement. During the Term, each Holder agrees to provide to SportsMap, the Company and their respective Representatives any information
regarding such Holder or the Securities that is reasonably requested by SportsMap, the Company or their respective Representatives for
inclusion in the Proxy Statement.


 


(f)             Publicity.
Each Holder agrees to abide by the provisions of Section 5.4 of the Business Combination Agreement applicable to Representatives
of the Parties (as such term is defined in the Business Combination Agreement). Each Holder hereby authorizes the Company and SportsMap
to publish and disclose in any announcement or disclosure, in each case, required by the SEC or Nasdaq (including all documents and schedules
filed with the SEC in connection with the foregoing, including the Proxy Statement), such Holder’s identity and ownership of the
Securities and the nature of such Holder’s commitments and agreements under this Agreement, the Business Combination Agreement
and any other Ancillary Documents to the extent such disclosure is required by applicable securities laws, the SEC or Nasdaq.


 






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3.             Representations
and Warranties of Holders. Each Holder hereby represents and warrants as of the date hereof to SportsMap and the Company
(solely with respect to itself, himself or herself and not with respect to any other Holder) as follows:


 


(a)             Binding
Agreement. Such Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so
and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and
validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such Holder
is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby by such Holder has been duly authorized by all necessary corporate, limited liability or partnership
action on the part of such Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other
parties hereto, constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with
its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Such
Holder understands and acknowledges that SportsMap is entering into the Business Combination Agreement in reliance upon the execution
and delivery of this Agreement by such Holder.


 


(b)             Ownership
of Securities. As of the date hereof, such Holder is the record and beneficial owner of the type and number of the Securities set
forth opposite such Holder’s name on Schedule 1 attached hereto, is the lawful owner of such Securities, has the sole power
to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title
to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse
claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, the Stockholders
Agreement, applicable securities Laws or the Company’s Governing Documents, as in effect on the date hereof. Except for
the Securities set forth opposite such Holder’s name on Schedule 1 attached hereto, as of the date of this Agreement, Holder
is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having
the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable
for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity
securities or securities convertible into or exchangeable for equity securities of the Company.


 


(c)             No
Conflicts. No filing with, or notification to, any Governmental Entity, and no consent, approval, authorization or permit of any
other person is necessary for the execution of this Agreement by such Holder, the performance of its obligations hereunder or the consummation
by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Holder, the performance of
its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in
any breach of the certificate of incorporation, bylaws or other comparable organizational documents of such Holder, if applicable, (ii) result
in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which such Holder
is a party or by which such Holder or any of the Securities or its other assets may be bound, or (iii) violate any applicable Law
or Order applicable to such Holder, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be
expected to impair such Holder’s ability to perform its obligations under this Agreement in any material respect.


 






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(d)             No
Inconsistent Agreements. Such Holder hereby covenants and agrees that, except for this Agreement, which will be terminated at the
Closing, such Holder (i) has not entered into, and will not enter into at any time while this Agreement remains in effect, any voting
agreement or voting trust with respect to the Securities inconsistent with such Holder’s obligations pursuant to this Agreement,
(ii) has not granted, and will not grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney
with respect to the Securities and (iii) has not entered into any agreement or knowingly taken any action, and will not enter into
any agreement or knowingly take any action, that would have the effect of preventing such Holder from performing any of its material
obligations under this Agreement.


 


4.             Miscellaneous.


 


(a)             Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of SportsMap, the Company
or any Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) as to a Holder, the mutual written
consent of SportsMap, the Company and such Holder, (ii) the Effective Time (following the performance of the obligations of the
parties hereunder required to be performed at or prior to the Effective Time), and (iii) the date of termination of the Business
Combination Agreement in accordance with its terms (such earliest time, the “Expiration Time”). “Term”
shall mean the period commencing on the date of this Agreement and ending on the Expiration Time. Upon such termination of this Agreement,
all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party
hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another
(and no Person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter
hereof; provided, however, that the termination of this Agreement shall not relieve any party hereto from liability arising
in respect of any breach of this Agreement prior to such termination. Notwithstanding anything to the contrary herein, the provisions
of this Section 4 shall survive the termination of this Agreement.


 


(b)             Entire
Agreement; Assignment. This Agreement (together with the Business Combination Agreement and the Ancillary Documents) constitutes
the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter hereof. Except in connection with a Permitted Transfer, neither
this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the
prior written consent of the parties hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 4(b) shall
be void.


 


(c)             Parties
in Interest; No Recourse. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective
successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person
any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may only be enforced against,
and any action for breach of this Agreement may only be made against, the Parties, and without limiting the generality of the foregoing,
none of the Representatives of SportsMap or the Company shall have any liability arising out of or relating to this Agreement, the negotiation
thereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract
or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection
herewith (except as expressly provided herein) or for any actual or alleged inaccuracies, misstatements or omissions with respect to
any information or materials of any kind furnished by the Company or SportsMap concerning the Company, any SportsMap Party, this Agreement
or the transactions contemplated hereby.


 






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(d)             Governing
Law; Jurisdiction. This 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 provision or rule (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 of the parties hereto irrevocably
and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of
the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of
any Proceeding, 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 contemplated hereby,
and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in
an inconvenient forum. Each party hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or
as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action against such party (i) arising
under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect
of this Agreement or any of the transactions contemplated hereby or any of the transactions contemplated thereby, (A) any claim
that such party is not personally subject to the jurisdiction of the courts as described in this Section 4(d) for any
reason, (B) that such party or such party’s property is exempt or immune from the jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action or cause of action
in any such court is brought against such party in an inconvenient forum, (y) the venue of such Proceeding, claim, demand, action
or cause of action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against
such party in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail
to such party’s respective address set forth herein shall be effective service of process for any such Proceeding, claim, demand,
action or cause of action.


 


(e)             WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING,
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, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH
PROCEEDING, 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. EACH PARTY HERETO 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 LITIGATION, 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 SECTION 4(E).


 


(f)             Interpretation.
The term “this Agreement” means this Transaction Support Agreement together with the schedules and exhibits hereto, as the
same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth
in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions
hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party
hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,”
 “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules, and not to any particular
section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the
feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the
words “include,” “includes” or “including” shall be deemed to be followed by the words “without
limitation”; (e) the word “or” is disjunctive but not necessarily exclusive; (f) the words “writing”,
 “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media)
in a visible form; (g) the word “extent” in the phrase “to the extent” means the degree to which a subject
or other thing extends, and such phrase shall not mean simply “if”; (h) all references to Articles, Sections or Schedules
are to articles, sections and schedules of this Agreement; and (i) all references to any Law will be to such Law as amended, supplemented
or otherwise modified or re-enacted from time to time.


 






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(g)             Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic
record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that
such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested)
(upon receipt thereof) to the other parties as follows, or to such other address as the party to whom notice is given may have previously
furnished to the others in writing in the manner set forth below:


 


	If to SportsMap, to:

    SportsMap Tech Acquisition Corp.

    5353 West Alabama, Suite 415

    Houston, TX 77056

    Attn: David Gow

    Email: david.gow@gowmedia.com
	with a copy (which will not constitute notice) to:

    ArentFox Schiff LLP

    1717 K Street NW

    Washington, DC 20006

    Attn: Ralph de Martino

    Email: ralph.demartino@afslaw.com

	If to the Company, to:

    Infrared Cameras Holdings, Inc.

    2105 W Cardinal

    Beaumont, TX 77705

    Attn: Gary Strahan

    Email: gary.strahan@infraredcameras.com
	with a copy (which will not constitute notice) to:

    Latham & Watkins LLP

    811 Main Street, Suite 3700

    Houston, TX 77002

    Attn: Nick Dhesi

    Email: Ramnik.Dhesi@lw.com

     

    Latham & Watkins LLP

    650 Town Center Drive, 20th Floor

    Costa Mesa, CA 92626

    Attn: Drew Capurro

    Email: Drew.Capurro@lw.com

	If
    to a Holder, to: the address set forth under such Holder’s name on Schedule 1 hereto, with a copy (which
    will not constitute notice) to, if not the party sending the notice, each of the Company and SportsMap (and each of their copies
    for notices hereunder).
	 	 


 






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(h)             Amendments.
This Agreement may be amended or modified only by a written agreement executed and delivered by SportsMap, the Company and each Holder.
This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by
any of the parties hereto effected in a manner which does not comply with this Section 4(h) shall be void, ab initio.


 


(i)              Extension;
Waiver. Any agreement on the part of any party hereto to (i) extend the time for the performance of any of the obligations or
other acts of another party hereto set forth herein, (ii) waive any inaccuracies in the representations and warranties of another
party hereto set forth herein or (iii) waive compliance by another party hereto with any of the agreements or conditions set forth
herein, in each case, shall be valid only if set forth in a written instrument signed on behalf of such party. Any waiver of any term
or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver
of any other term or condition of this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute
a waiver of such rights.


 


(j)              Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision
of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


(k)             Specific
Performance. The parties hereto acknowledge that such party’s obligations under this Agreement are unique, each party recognizes
and affirms that in the event of a breach of this Agreement by such party, money damages will be inadequate and other parties hereto
will not have adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by a party hereto in accordance with their specific terms or were otherwise breached. Accordingly, each party hereto
shall be entitled to an injunction or specific performance or other equitable relief to prevent breaches of this Agreement by the other
parties and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to
prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled
under this Agreement, at law or in equity.


 


(l)              Expenses.
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be allocated in accordance
with Section 8.6 of the Business Combination Agreement.


 


(m)            No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among each Holder, the Company
and SportsMap, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among
the parties hereto. Nothing contained in this Agreement shall be deemed to vest in the Company or SportsMap any direct or indirect ownership
or incidence of ownership of or with respect to any Securities.


 


(n)             Counterparts;
Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by e-mail, scanned pages or other electronic imaging (including “pdf,” “tif,” “jpg,” DocuSign,
AdobeSign or other similar electronic transmission) shall be effective as delivery of a manually executed counterparty to this Agreement.


 


[signature page follows]


 






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


 


	 	SportsMap:
	 	 
	 	SPORTSMAP TECH
    ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/
    David Gow
	 	Name:	David Gow
	 	Title:	Chief Executive Officer


 


[Signature Page to
Transaction Support Agreement]


 






     


     


    

 


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


  


	 	The Company:
	 	 
	 	INFRARED CAMERAS
    HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Gary Stahan
	 	Name:	Gary Strahan
	 	Title:	Chief Executive Officer


 


[Signature Page to Transaction Support
Agreement]


 






     


     


    

 


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


 


	 	Holders:
	 	 
	 	Gary Strahan
	 	 	 
	 	By:	/s/ Gary Strahan
	 	 	 
	 	Villard Capital, LLC
	 	 	 
	 	By:	/s/ Steven Winch
	 	Name:	Steven Winch
	 	Title:	Managing Partner


 


[Signature Page to Transaction Support
Agreement]


 






     


     


    

 


Schedule 1


 


(intentionally omitted)