AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of May 18, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), AAC Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent, the Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Exhibit A.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of May 18, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Two Bit Circus, Inc., a Delaware corporation (the “Company”), and Alpine Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PURCHASE AND SALE AGREEMENT between Pool IV Finance LLC, Pool IV TRS LLC, and PHF II Stamford LLC, as Sellers, and Alpine Acquisition Corporation, as Purchaser, dated as of May 18, 2022, for the Hilton Stamford Hotel & Executive Meeting Center Crowne...Purchase and Sale Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement“) is entered into as of May 18, 2022 (the “Effective Date“), between Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denver PropCo Seller and Denver OpCo Seller are referred to collectively as “Denver Sellers”), PHF II Stamford Hotel, a Delaware limited liability company (“Stamford Seller”) (Denver PropCo Seller, Denver OpCo Seller and Stamford Seller are referred individually as a “Seller” and collectively, as “Sellers”), and Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”). Sellers and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties”.)
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • New York
THIS SHARE ESCROW AGREEMENT (“Agreement”) is made and entered into as of [●], 2022, by and among Alpine Acquisition Corporation (to be renamed Two Bit Entertainment Corp.), a Delaware corporation (“Parent”), [●], an individual (the “Company Representative”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 18, 2022 by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENTShareholder and Registration Rights Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • New York
This Shareholder and Registration Rights Agreement (this “Agreement”), dated as of [●], 2022 (the “Effective Time”), is entered into by and among Alpine Acquisition Corporation, a Delaware corporation (“Alpine” or the “Purchaser”), and PHF II Stamford LLC (the “Seller”). The Purchaser and the Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (defined below).
