Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPAC: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders all parties thereto other than Acquiror and the Sponsor; (iv) to Acquiror, evidence that all Affiliate Agreements (other than those set forth on Section 6.4 of the Company Shares thereunder Disclosure Letter) have been terminated or settled at or prior to the Closing without further liability to Acquiror, the Company or its Subsidiary; (v) to Acquiror, a certificate, dated as of the Closing Date, signed by the Secretary of the Company attaching true, correct and Holdcocomplete copies of resolutions duly adopted by the Board of Directors of the Company authorizing this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby; and (vi) copies to Acquiror, a certificate on behalf of the approvalsCompany, waivers or consents called for by Section 9.2(eprepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), if any (h) and as applicable1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s equityholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇ and the holders Sponsor; (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time; and (v) to the Company, a certificate, dated as of the Closing Date, signed by the Secretary of Acquiror attaching true, correct and complete copies of resolutions duly adopted by the Board of Directors of Acquiror authorizing this Agreement, the Ancillary Agreements to which Acquiror is a party and the transactions contemplated hereby and thereby and the Transaction Proposals. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, the parties shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all Acquiror Transaction Expenses as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date and (ii) all Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in accordance each case of clauses (i) and (ii), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing and, Holdco shall repay the outstanding amount due under loans made if reasonably required by the Sponsor Trustee, the certified Taxpayer Identification Numbers, of each payee; provided, that any Company Transaction Expenses due to current or any of its Affiliates to SPACformer employees, independent contractors, officers, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) directors of the loans may Company or its Subsidiary shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPAC: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Company: (i) the written resignations of all of the directors and officers of Acquiror other than one incumbent director of the Acquiror to be selected by the Acquiror, effective as of the Effective Time; (ii) a resolution of Acquiror appointing the Chairman and the Chief Executive Officer of the Company as of immediately prior to the Effective Time and four persons who constitute independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market LLC (“Nasdaq”) and who are mutually acceptable to Acquiror and the Company as the directors of Acquiror, effective as of the Effective Time; and (iii) a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a11.3(a) and Section 9.3(b11.3(b) have been fulfilled;. (iib) copies of At the written resignations of all the directors and officers of SPAC prior Closing, Acquiror will deliver or cause to be delivered to the SPAC MergerExchange Agent the Aggregate Exchange Consideration for further distribution to the Company Shareholders, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunderpursuant to Section 4.2. (c) At the Closing Date, substantially concurrently with the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior shall pay or cause to the SPAC Merger Effective Time, be paid by wire transfer of immediately available funds from the Trust Account. (di) At the Closingall accrued and unpaid Company Transaction Expenses; and (ii) all accrued and unpaid Acquiror Transaction Expenses, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates as set forth on a written statement to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject delivered to the terms Company by Acquiror not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on wire transfer instructions for the Payment Spreadsheetpayment thereof.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to the Exchange Agent, the Closing Share Consideration for further distribution to the SPAC Stockholders pursuant to Section 3.03; (ii) to SPAC, a certificate signed by an executive officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a7.02(a), Section 7.02(b) and Section 9.2(b7.02(c) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy to SPAC, the written resignations of all of the executed Warrant Assignment Agreementdirectors of the Company and Merger Sub (other than those Persons identified as the initial directors of the Company, duly executed by ▇▇▇▇▇▇in accordance with the provisions of Section 2.06 and Section 6.12), effective as of the Effective Time; (iv) a copy of to SPAC, the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Investor Rights Agreement, duly executed by certain holders each Company Shareholder set forth on Section 2.04(a)(iv) of the Company Shares thereunder and HoldcoDisclosure Letter; and (viv) copies to SPAC, evidence that the Affiliate Agreements set forth on Section 6.14 of the approvalsCompany Disclosure Letter have been terminated or settled at or prior to the Closing without further liability to, waivers or consents called for by Section 9.2(e)obligation of, if SPAC, the Company or any and as applicableof the Company’s Subsidiaries. (b) At the Closing, SPAC will deliver or cause to be delivered to the Companydelivered: (i) to the Company, a certificate signed by an executive officer of SPAC, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a7.03(a) and Section 9.3(b7.03(b) have been fulfilled; (ii) copies to the Company, the Investor Rights Agreement, duly executed by duly authorized representatives of SPAC and the Sponsor; (iii) to the Company, the written resignations of all of the directors and officers of SPAC prior to (other than those Persons identified as the initial directors and officers, respectively, of SPAC Mergerafter the Effective Time, in accordance with the provisions of Section 2.06 and Section 6.12), effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement;; and (iv) to the Company, a copy certification from SPAC pursuant to Treasury Regulations Section 1.1445-2(c) and a notice to be delivered to the United States Internal Revenue Service as required under Treasury Regulations Section 1.897-2(h)(2), each dated no more than thirty (30) days prior to the Closing Date, in a form reasonably acceptable to the Company, and signed by a responsible corporate officer of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunderSPAC. (c) At No sooner than five (5) or later than two (2) Business Days prior to the ClosingClosing Date, in accordance with Section 7.1the Company shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Statement”) setting forth the Company’s good faith estimate of the Company’s calculation of the components of the Closing Adjustment Amount. (d) No sooner than five (5) or later than (2) Business Days prior to the Closing Date, SPAC shall cause deliver to the Trustee toCompany a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Statement, the “Closing Statements”), setting forth (i) SPAC’s good faith estimate of the SPAC’s calculation of the Total Cash Raise and the Trustee shall thereupon be obligated to pay components thereof, (ii) the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior the Reference Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which with respect to Unpaid SPAC Expenses shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Company, the certified Taxpayer Identification Numbers, of each payee, and (iii) SPAC’s good faith estimate of the cash that will be remaining in the Trust Account at the Closing following payment of the amounts required to satisfy the SPAC Stockholder Redemption Amount. At or promptly following the Closing, and in any event subject to the SPAC Merger Effective Timerelease of funds in the Trust Account pursuant to Section 6.16(b)(i)(2), the Company shall pay or cause to be paid, by wire transfer of immediately available funds from funds, the Trust Account. (d) At Unpaid Transaction Expenses set forth on the ClosingClosing Statements; provided, in accordance with that any Unpaid Company Expenses due to current or former employees, independent contractors, officers, or directors of the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates Subsidiaries shall be paid to SPAC, or at the lenderCompany for further payment to such Persons through the Company’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Sharepayroll. (e) At Each of the ClosingCompany and SPAC shall (i) provide the other party hereto and its representatives with reasonable access, subject during normal business hours and upon reasonable notice, to the terms relevant books, records and conditions finance personnel of this Agreement, Holdco shall issue such party to each holder of Company Shares enable the other party hereto and such number of Holdco Class A Ordinary Shares as is representatives to review and analyze the amounts set forth opposite such holder’s name on the Payment SpreadsheetClosing Statements, and (ii) make such amendments to the Closing Statements as the parties may mutually and in good faith agree.

Closing Deliverables. (a) At or prior to the Closing, the Company will deliver shall have delivered or cause shall have caused to be delivered to SPACBuyer the following: (i) the Closing Balance Sheet, Company Closing Statement, Payoff Letters and Transaction Cost Invoices in accordance with Section 2.4; (ii) the closing deliverables set forth in Section 2.5(a); (iii) a certificate signed duly executed by an officer the secretary of the CompanyCompany (the “Company Secretary Certificate”), dated as of the Closing Date, certifying as to (i) attached copies of the Organizational Documents of the Company, and stating that such documents have not been amended, modified, revoked or rescinded and (ii) an attached copy of the conditions specified resolutions and actions taken by the managers and members of the Company, including the Member Approval, in Section 9.2(a) connection with the approval of this Agreement and Section 9.2(b) the transactions contemplated hereby and stating that such resolutions have not been fulfilledamended, modified, revoked or rescinded; (iv) a certificate duly executed by the secretary of Blocker (the “Blocker Secretary Certificate”), dated as of the Closing Date, certifying as to (i) attached copies of the Organizational Documents of Blocker, and stating that such documents have not been amended, modified, revoked or rescinded and (ii) an attached copy of the Payment Spreadsheetresolutions and actions taken by the board of directors of Blocker authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iiiv) a copy recent certificate of the Secretary of State of the state of formation of each of Blocker, the Company and the PCs as to the good standing of such Persons; (vi) duly executed Warrant Assignment copies of all third-party Consents, approvals, assignments, notices, waivers, authorizations or other certificates required by the transactions contemplated hereby; (vii) written resignations, effective as of the Closing, of the directors, managers and officers of the Company and Blocker; (viii) evidence reasonably satisfactory to Buyer that each Contract requested by Buyer to be terminated at the Closing has been terminated, with no further liability on the part of the Company or its Affiliates, and is of no further force or effect as of immediately prior to the Closing; (ix) evidence reasonably satisfactory to Buyer with respect to each PC regarding changes in ownership, resignation and appointment of officers and the amendment and restatement of Organizational Documents; (x) the Founder Agreement, duly executed by the parties thereto; (xi) from each Seller, a valid IRS Form W-9; (xii) from each of Dand and Ghosh, a duly executed release and waiver agreement in form reasonably satisfactory to Buyer; (xiii) from each Seller, an Investor Representation Letter; and (xiv) the Board Nomination Rights Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇ ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement▇▇▇, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.M.D.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACAcquiror: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a8.2(a) and Section 9.2(b8.2(b) have been fulfilled; (ii) a properly executed certification that shares of Company Common Stock are not “U.S. real property interests” in accordance with the Payment SpreadsheetTreasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by Acquiror with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; (iii) a copy evidence in form and substance reasonably acceptable to Acquiror of the executed Warrant Assignment Agreement, duly executed by termination of the ▇▇▇▇▇▇;, the ROFR Agreement, the Voting Agreement and all Side Letters; and (iv) a copy of the executed Lock-Up Agreement, a release letter duly executed signed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of Company’s financial advisor with respect to any broker’s, finder’s or similar fees, commissions or expenses that the executed Registration Rights AgreementMerger or the other Transactions give rise to, duly executed by certain holders as well as all other obligations of the Company Shares thereunder under its engagement letter with such financial advisor, in form and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicablesubstance reasonably acceptable to Acquiror. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a8.3(a) and Section 9.3(b8.3(b) have been fulfilled;; and (ii) copies of the written resignations of all of the directors and officers of SPAC prior to the SPAC MergerAcquiror, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At On the ClosingClosing Date, in accordance with Section 7.1, SPAC Acquiror shall pay or cause the Trustee to, and the Trustee shall thereupon to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds from (i) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Trust AccountCompany not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof and (ii) all accrued and unpaid Acquiror Transaction Expenses. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco Acquiror shall repay in full the outstanding amount due under loans any loan made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject Acquiror to the terms and conditions payee designated by the Sponsor by wire transfer of this Agreement, Holdco shall issue immediately available funds to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheetaccount designated by the Sponsor.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders the stockholders of the Company Shares thereunder set forth in Section 2.4(a); (iv) to Acquiror, Lock-Up Agreement B, duly executed by the Company Founders; (v) to Acquiror, Lock-Up Agreement C, duly executed by the directors and Holdcoexecutive officers of the Company and certain stockholders of the Company set forth on Exhibit A of Lock-Up Agreement C; and (vi) copies to Acquiror, a certificate on behalf of the approvalsCompany dated no more than thirty (30) days prior to the Closing Date, waivers or consents called for by Section 9.2(eprepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), if any (h) and as applicable1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(b9.3(c) and Section 9.3(d) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor; (iv) to the Company, Lock-Up Agreement B and Lock-Up Agreement C, each duly executed by a duly authorized representative of Acquiror; (v) to the Company, Lock-Up Agreement A, duly executed by a duly authorized representative of the SPAC Shares thereunderSponsor, the directors and executive officers of the Sponsor and a duly authorized representative of Acquiror; and (vi) to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Subs (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds: (i) all accrued and unpaid Acquiror Transaction Expenses as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date; and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing (clauses (i) and (ii) collectively, Holdco shall repay “Unpaid Transaction Expenses”); provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At Prior to 8:00 am (Australian Eastern Standard Time) on the ClosingSecond Court Date, the Company will shall deliver (or cause to be delivered delivered) to SPACSPAC and Pubco, in form and substance reasonably acceptable to SPAC and Pubco: (i) each Ancillary Agreement to be executed after the date of this Agreement by the Company or any of its Affiliates, duly executed by the Company or such Affiliate, as applicable, effective as of the Closing; (ii) a certificate signed by an a duly authorized officer of the Company, dated as of the Closing Second Court Date, certifying that the conditions specified in Section 9.2(aclauses 3.1(h), 3.1(r) and Section 9.2(b3.1(u) of the SID have been fulfilledsatisfied; and (iii) a written resignation and release of claims, duly executed by each director and officer of the Company serving immediately prior to Scheme Acquisition Effective Time, effective as of the Scheme Acquisition Effective Time. (b) Prior to 8:00 am (Australian Eastern Standard Time) on the Second Court Date, SPAC shall deliver (or cause to be delivered) to the Company and Pubco, in form and substance reasonably acceptable to the Company and Pubco: (i) each Ancillary Agreement to be executed after the date of this Agreement by SPAC or any of its Affiliates, duly executed by SPAC or such Affiliate, as applicable, effective as of the Closing; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an a duly authorized officer of SPAC, dated as of the Closing Second Court Date, certifying that the conditions specified in Section 9.3(aclauses 3.1(i), 3.1(s) and Section 9.3(b3.1(v) of the SID have been fulfilled;satisfied; and (iiiii) copies a written resignation and release of the written resignations of all the directors claims, duly executed by each director and officers officer of SPAC serving immediately prior to the SPAC MergerMerger Effective Time, effective as of the SPAC Merger Effective Time. (c) Prior to 8:00 am (Australian Eastern Standard Time) on the Second Court Date, Pubco shall deliver (or cause to be delivered) to SPAC and the Company, in form and substance reasonably acceptable to SPAC and the Company: (i) each Ancillary Agreement to be executed after the date of this Agreement by Pubco, Merger Sub or any of their respective Affiliates, duly executed by Pubco, Merger Sub or such Affiliate, as applicable, effective as of the Closing; (ii) a certificate signed by a duly authorized officer of Pubco, dated as of the Second Court Date, certifying that the conditions specified in clauses 3.1(j), 3.1(t) and 3.1(w) of the SID have been satisfied; (iii) a copy written resignation and release of claims, duly executed by each director and officer of Pubco serving immediately prior to SPAC Merger Effective Time, effective as of the executed Warrant Assignment Agreement;SPAC Merger Effective Time; and (iv) a copy written resignation and release of the executed Lock-Up Agreementclaims, duly executed by the holders each director and officer of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of ▇▇▇▇▇▇ Sub serving immediately prior to the Company SPAC Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses Time, effective as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with SPAC (via the Trust Fund) and/or Pubco shall pay or cause to be paid by wire transfer of immediately available funds (i) the Outstanding Company Transaction Expenses and (ii) the Outstanding SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars Transaction Expenses ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment SpreadsheetSPAC Transaction Expenses Cap).

Closing Deliverables. (a) At The Administrative Agent shall have received of the Closing, the Company will deliver or cause to be delivered to SPACfollowing: (i) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization and a certificate signed by an officer from the appropriate Governmental Authority of the Company, such State dated as of a recent date certifying as to the good standing of such Loan Party and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment Effective Date and certifying (1) to the effect that (x) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment Effective Date, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents executed on the Amendment Effective Date to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto furnished pursuant to clause (A) above, and that such certificate or articles are in full force and effect and (2) as to the incumbency and specimen signature of each officer executing any Loan Document on the Amendment Effective Date on behalf of such Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B); (ii) a certificate from the chief financial officer or the treasurer of the Borrower, substantially in the form provided on the Closing Date, certifying that the conditions specified in Section 9.2(a) Borrower and Section 9.2(b) have been fulfilled; (ii) its Subsidiaries, taken as a whole, after giving effect to the Payment Spreadsheettransactions contemplated to occur on the Amendment Effective Date, are Solvent; (iii) a copy certificate signed by a Responsible Officer of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇Borrower certifying as to the accuracy and correctness in all material respects of the representations and warranties set forth in Section 7 of this Amendment; (iv) a copy customary opinion of the executed Lock-Up AgreementWeil, duly executed by the holders thereunder and Gotshal & ▇▇▇▇▇▇; (v) a copy of ▇ LLP, special counsel for the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPACLoan Parties, dated as of the Closing DateAmendment Effective Date and addressed to each L/C Issuer, certifying that the conditions specified in Section 9.3(a) Administrative Agent and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunderLenders; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior Request for Credit Extension relating to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust AccountNew Term B Loans. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Major Company Shares thereunder and HoldcoStockholders who have elected to execute the Registration Rights Agreement; and (viiv) copies (1) an original signed statement from the Company, that the Company is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the approvalsCode, waivers or consents called for by a “United States real property holding corporation”, as defined in Section 9.2(e897(c)(2) of the Code, conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h) and reasonably satisfactory to Acquiror, and (2) an original signed notice to be delivered to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), if any together with written authorization for Acquiror to deliver such notice to the IRS on behalf of the Company following the Closing, each dated as of the Closing Date, duly executed by an authorized officer of the Company, and as applicablein form and substance reasonably satisfactory to Acquiror. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor; and (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) At the Closing, in accordance with Section 7.1, SPAC Acquiror shall pay or cause the Trustee to, and the Trustee shall thereupon to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds from funds, (i) all accrued and unpaid transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf which shall include, without duplication, (x) Indebtedness of Acquiror permitted by Section 7.5(a)(vi), but for the Trust Account. avoidance of doubt excluding any additional PIPE Investments pursuant to Section 7.2(c), (dwhether or not Indebtedness or discounts), (y) At out-of-pocket and unpaid legal fees, costs and expenses incurred by Acquiror (whether or not billed or accrued for) as a result of or in connection with the Closingnegotiation, documentation and consummation of the transactions contemplated hereby, and (z) any unpaid fees incurred by Acquiror or Sponsor in connection with the initial public offering of Acquiror (and partial exercise of its over-allotment option in connection therewith) and owed to Chardan Capital Markets, LLC or fees incurred by Acquiror or Sponsor in connection with the PIPE Investment, in accordance each case as set forth on a written statement to be delivered to the Company not less than two (2) Business Days prior to the Closing Date (the amounts in this clause (i), the “Unpaid Acquiror Expenses”) and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date (“Unpaid Company Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Unpaid Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the Closing, the Company Murano Parties will deliver or cause to be delivered to SPACdelivered: (i) a certificate signed by an officer to HCM, the written resignations of all of the directors and statutory auditors of the Group Companies (other than those Persons agreed between HCM and Seller to be retained as directors or identified as the initial directors of the Surviving Company, dated in accordance with the provisions of Section 2.7(a)), each effective as of the Closing DateEffective Time, certifying that in the conditions specified in Section 9.2(aform attached hereto as Exhibit C, and a copy of the minutes of the shareholders’ meeting of the relevant Group Companies, to be formalized by a Mexican Notary Public, with a certified copy of the public deed to be delivered within ten Business Days of the Closing, (y) approving the applicable resignations of all directors and Section 9.2(bstatutory auditors of the Group Companies, and (z) have been fulfilledrevoking certain powers of attorney by the Group Companies; (ii) to HCM, the Payment SpreadsheetRegistration Rights Agreement, duly executed by PubCo and each of the Company’s stockholders (and their Affiliates) party thereto; (iii) a copy of to HCM, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by each of the holders thereunder and ▇▇▇▇▇▇Key Holders listed in clause (a) of the definition of Key Holders; (iv) to HCM, a certificate of good standing for each Group Company, dated, in each case, no earlier than 30 days prior to the Closing Date; (v) a to HCM, copy of the executed Registration Rights AgreementCorporate Records, duly executed by certain holders which include among other matters, all entries in the relevant corporate books corresponding to the Reorganization; (vi) to HCM, copy of updated register of members of PubCo upon completion of the Subscriptions; (vii) to HCM, copy of memorandum and articles of association of PubCo upon completion of PubCo Reorganization; (viii) to HCM, copy of the stock certificates corresponding to the shareholders of the Mexican Group Companies evidencing shareholder structure as a result of the Reorganization and in connection with the Company, the share certificates evidencing PubCo as owner of 99.99% of the issued and outstanding shares of the Company Shares thereunder Common Stock, together with a certified copy by the secretary of the board of directors of each of the Group Companies of the last entry in the stock registry book (libro de registro de acciones) of each Group Company confirming that such entries reflect the shareholder structure in force at Closing; (ix) to HCM, a property tax non-indebtedness certificate (certificado de no adeudo de impuesto predial) for each Owned Real Property, issued by the corresponding cadastral Governmental Authorities no more than three months prior to the Closing Date, evidencing that (i) all existing constructions at the Owned Real Properties have been appropriately recorded at the cadastral registry, (ii) there are no real property taxes owed with respect to the Owned Real Property (including all existing constructions thereon), and Holdco(iii) the applicable Group Companies are the owners of the Owned Real Property based on the relevant cadastral records; (x) to HCM, a water supply non-indebtedness certificate (certificado de no adeudo de agua) for each Owned Real Property, issued by the corresponding Governmental Authorities no more than three months prior to the Closing Date, evidencing that there are no water duties or fees owned with respect to the Owned Real Properties, or if applicable a certificate evidencing that the Owned Real Property have no service to the municipal water supply system; (xi) to HCM, a certificate issued by the manager of the condominium regimes applicable to the Owned Real Properties, issued no more than a month prior to the Closing Date, (y) evidencing that there are no pending rights, quotas, fees or any other amounts payable by the Group Companies in connection with the Owned Real Properties and (z) confirming that the Group Companies are not in default of any of its obligations under the applicable condominium rules and regulations; and (vixii) to HCM, with respect to each Murano Party and each Group Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of its Governing Documents and any trust agreements in and any amendments thereto as in effect as of the approvals, waivers or consents called for by Section 9.2(eClosing Date (immediately prior to the Effective Time), if any (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each of the documents related to the Transaction Proposals to which it is a party or by which it is bound, and (C) the incumbency of its officers authorized to execute this Agreement or any documents related to the Transaction Proposals to which it is a party or otherwise bound. (b) At the Closing, SPAC HCM will deliver or cause to be delivered to the Companydelivered: (i) to the Company, a certificate signed by an officer of SPACHCM, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) to the Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of its Governing Documents as in effect as of the written resignations of all the directors and officers of SPAC Closing Date (immediately prior to the SPAC MergerEffective Time), effective (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each of the SPAC Merger Effective Timedocuments related to the Transaction Proposals to which it is a party or by which it is bound, and (C) the incumbency of its officers authorized to execute this Agreement or any documents related to the Transaction Proposals to which it is a party or otherwise bound; (iii) to the Company, a copy certificate of good standing from the executed Warrant Assignment AgreementRegistrar no earlier than 30 days prior to the Closing Date; (iv) a copy of to the Company, the Registration Rights Agreement, duly executed by HCM, the Sponsor and its Affiliates party thereto; (v) to the Company, the Lock-Up Agreement, duly executed by the holders each of the SPAC Shares thereunderKey Holders listed in clause (b) of the definition of Key Holders; and (vvi) a copy to the Company, the written resignations of all of the executed Registration Rights Agreementdirectors and officers of HCM (other than those Persons identified as the initial directors of HCM after the Effective Time, duly executed by in accordance with the holders provisions of Section 2.7(b) and Section 6.9), effective as of the SPAC Shares thereunderEffective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, PubCo shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all accrued and unpaid HCM Transaction Expenses as set forth on the Trust Account. written statement to be delivered to the Company pursuant to Section 8.7 and (dii) At the Closingall accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to HCM pursuant to Section 8.7; provided, in accordance with the SPAC Financing Certificatethat any accrued and unpaid Transaction Expenses due to current or former employees, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPACindependent contractors, officers, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) directors of the loans may any Group Company shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the ClosingThe Company shall have delivered, the Company will deliver or cause caused to be delivered delivered, to SPACBuyer: (i) a. a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) properly completed and Section 9.2(b) have been fulfilledexecuted Form W-9 from Seller; (ii) b. all certificates representing the Payment SpreadsheetUnits, together with duly executed documents of transfer and assignment sufficient to transfer record title and full beneficial ownership of all the Units to Buyer free and clear of all Encumbrances; (iii) c. a copy of the executed Warrant Assignment Commercial Agreement, duly executed by ▇▇▇▇▇▇an Affiliate of Seller; (iv) d. a copy of the Guaranty, duly executed Lock-Up by an Affiliate of Seller; e. a copy of the Restrictive Covenant Agreement, duly executed by the holders thereunder Seller and ▇▇▇▇▇▇an Affiliate of Seller; (v) f. a copy of the executed Registration Rights Transition Services Agreement, duly executed by certain holders Seller and the Company; g. an affidavit of non-foreign status that complies with Section 1445 of the Code executed by an Affiliate of the Company; h. the certificate of organization (or similar organizational documents) of each Company Entity (certified by the Secretary of State of the applicable jurisdiction of incorporation or formation) and a certificate of good standing from the applicable jurisdiction of incorporation and each other jurisdiction in which each Company Entity is qualified to do business, each dated within ten Business Days prior to the Closing Date; i. a certificate of the Secretary of the Company Shares thereunder certifying, as complete and Holdcoaccurate as of the Closing, attached copies of the operating agreement of the Company, certifying and attaching all requisite resolutions or actions of the Company’s board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; j. written resignations, in form and substance reasonably acceptable to Buyer, from each of the managers and officers identified on Section 7.1(a)(x) of the Disclosure Schedule or adopted resolutions of the Company’s board removing such managers and officers from their positions with the Company Entities; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) k. a copy of the executed Warrant Assignment distribution agreement, in form and substance reasonably acceptable to Buyer (the “Distribution Agreement; (iv) a copy of the executed Lock-Up Agreement”), duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, Seller and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust AccountCompany. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Major Company Shares thereunder and HoldcoStockholders who have elected to execute the Registration Rights Agreement; and (viiv) copies (1) an original signed statement from the Company, that the Company is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the approvalsCode, waivers or consents called for by a “United States real property holding corporation”, as defined in Section 9.2(e897(c)(2) of the Code, conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h) and reasonably satisfactory to Acquiror, and (2) an original signed notice to be delivered to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), if any together with written authorization for Acquiror to deliver such notice to the IRS on behalf of the Company following the Closing, each dated as of the Closing Date, duly executed by an authorized officer of the Company, and as applicablein form and substance reasonably satisfactory to Acquiror. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor; and (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause unless other arrangements for Unpaid Transaction Expenses are mutually agreed by the Trustee to, Acquiror and the Trustee Company, Acquiror shall thereupon pay or cause to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds from funds, (i) all accrued transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At or prior to the Closing, the Company will Stockholders Representative shall deliver or cause to be delivered to SPACParent and Merger Sub: (i) a certificate signed by of an authorized officer of the Company and Stockholders Representative, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied; (ii) the Company Stock Certificates, free and clear of all encumbrances, duly endorsed in blank or other instruments of transfer duly executed in blank, with all required stock transfer stamps affixed thereto; (iii) a certificate from (A) the Delaware Secretary of State and (B) the Secretary of State of each jurisdiction in which the Company is qualified, in each case, to the effect that the Company is in good standing (or the equivalent thereof) in such jurisdiction as of a date not more than ten (10) Business Days prior to the Closing, and a duly executed certificate of the Secretary or other duly authorized officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) as to and Section 9.2(b) have been fulfilled; attaching (ii) the Payment Spreadsheet; (iiiA) a copy of the Company’s articles of incorporation and all amendments thereto, certified as of a date not more than five (5) Business Days prior to Closing by the Secretary of State of the State of Delaware, (B) a true, correct, and complete copy of the bylaws of the Company, (C) a copy of the of resolutions duly and validly adopted by the board of directors and shareholders of the Company evidencing their respective authorization of the execution and delivery of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby (including the Merger), and (D) specimen signatures of each officer who will execute any agreements, certificates, or instruments contemplated by this Agreement; (iv) a certificate dated as of the Closing Date from each Stockholder, sworn under penalty of perjury and in form and substance required under Section 1445 of the Code and the Treasury Regulations promulgated thereunder, stating that such Stockholder is not a foreign person for purposes of Section 1445 of the Code; (v) all consents, waivers, and approvals (in form and substance acceptable to Parent) of parties to any Contract (including Real Property Leases) set forth on Section 2.5(a) and Section 2.5(b) of the Company Disclosure Schedule hereto as are required thereunder in connection with the Merger, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time; (vi) a copy of pay-off letter(s) in customary form with respect to all Indebtedness and Company Transaction Expenses providing for the satisfaction and discharge of all obligations in respect of all Indebtedness and Company Transaction Expenses and release of all Liens, executed Warrant Assignment by such holder and delivered to Parent at least two (2) Business Days prior to the Closing; (vii) original corporate records and minute books to the extent not in the possession and control of the Company and stored at the Company’s headquarters in Glendale, Arizona; (viii) an Acknowledgement, Agreement, and General Release, duly executed by the Company and each Franchisee; (ix) the Restrictive Covenant Agreements, dated as of the Closing Date, duly executed by the Company and each Stockholder; (x) the Employment Agreements, dated as of the Closing Date, duly executed by the Company and each of D▇▇▇▇▇ ▇▇▇▇, A▇▇▇ ▇▇▇▇▇▇▇▇▇, and J▇▇▇▇▇ ▇▇▇▇▇▇; (ivxi) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPACup Agreements, dated as of the Closing Date, certifying that duly executed by the conditions specified in Section 9.3(a) Company and Section 9.3(b) have been fulfilledeach Stockholder; (iixii) copies a Confidentiality and Invention Assignment Agreement, in form and substance reasonably acceptable to Parent, between the Company, on one hand, each employee of the written resignations Company and each Person who developed the point of all sale proprietary software, on the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Timeother hand; (iiixiii) a copy of the executed Warrant Assignment Agreementsource code for the Company’s point of sale proprietary software in permanently accessible digital format; (ivxiv) evidence satisfactory to Parent that the Office Building Lease, dated August 9, 2016, as amended, has been assigned from Wood to the Company and all required consents necessary for such transfer have been obtained; (xv) evidence satisfactory to Parent that the PlayLive Trademarks have been transferred to the Company; (xvi) a copy License Agreement, dated as of the executed Lock-Up AgreementClosing Date, in form and substance acceptable to Parent, between the Company and Grindless, LLC; (xvii) the Certificate of Merger, dated as of the Closing Date, duly executed by the holders of Company; (xviii) an Escrow Agreement, dated the SPAC Shares thereunderClosing Date, among Stockholders Representative, Parent, and the Escrow Agent, duly executed by Stockholders Representative; and (vxix) a copy of all other documents reasonably requested by Parent in order to consummate the executed Registration Rights Agreement, duly executed transaction contemplated by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, this Agreement and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust AccountRelated Agreements. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACAcquiror: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a8.2(a) and Section 9.2(b8.2(b) have been fulfilled; (ii) the Payment Spreadsheeta properly executed and valid U.S. Internal Revenue Service Form W-9 for and on behalf of Parent; (iii) a copy evidence in form and substance reasonably acceptable to Acquiror of the executed Warrant Assignment termination of all Contracts relating to Historical Services (except as expressly set forth in the Services Agreement and the License Agreement, duly executed by ▇▇▇▇▇▇); (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(eSchedules 8.1(b) and 8.2(e), if any and as applicable; and (v) a duly executed copy of the A&R Registration Rights Agreement executed by ▇▇▇▇▇▇. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a8.3(a) and Section 9.3(b8.3(b) have been fulfilled; (ii) copies of the written resignations of all of the directors and officers of SPAC prior to the SPAC Merger▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub, effective as of the SPAC Merger Effective Time;; and (iii) a duly executed copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly A&R Registration Rights Agreement executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder▇▇▇▇▇▇▇▇. (c) At On the ClosingClosing Date, in accordance with Section 7.1, SPAC Acquiror shall pay or cause the Trustee to, and the Trustee shall thereupon to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds funds: (i) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof; (ii) to Sponsor, in partial satisfaction of the loans from Sponsor to Acquiror, the Trust AccountAcquiror Transaction Expenses paid as of the date of this Agreement by Sponsor on behalf of Acquiror set forth in Section 2.6(c)(ii) of the Acquiror Disclosure Letter (the “Specified Attorney Fees”); and (iii) all accrued and unpaid Acquiror Transaction Expenses payable to Persons other than Sponsor or Affiliates of Sponsor as set forth on a written statement to be delivered by Acquiror to the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof. For the avoidance of doubt, nothing contained herein shall affect Acquiror’s ability to be reimbursed (and any invoices to the Acquiror to be paid) for any Acquiror Transaction Expenses payable to Persons other than Sponsor or Affiliates of Sponsor incurred after the delivery of such written statement. (d) At On the ClosingClosing Date, in accordance with Acquiror shall issue: (i) a number of shares of Acquiror Class A Common Stock equal to the SPAC Financing Certificate, Holdco shall repay quotient of (1) the outstanding aggregate amount due owed under all loans made by the Sponsor or any of its Affiliates to SPAC, or at Acquiror (excluding the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) amount paid in respect of the loans may Specified Attorney Fees), as set forth on a written statement to be converted into Holdco Ordinary Shares at delivered to Acquiror and the price Company by or on behalf of Ten Dollars the Sponsor not less than two ($102) per Holdco Ordinary Share. (e) At the Closing, subject Business Days prior to the terms Closing Date, divided by (2) $10.00; and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such (ii) a number of Holdco shares of Acquiror Class A Ordinary Shares Common Stock as is set forth opposite such holder’s name on provided in Section 6.2 of the Payment SpreadsheetParent Support Agreement.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) a certificate signed by an officer to Apex, the written resignations of all of the Companydirectors of the Company (other than any such persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.05), effective as of the Effective Time; (ii) to Apex, the Registration Rights Agreement duly executed by duly authorized representatives of each party thereto (other than Apex and the Apex Initial Stockholders party thereto); (iii) to Apex, the Lock-Up Agreements duly executed by duly authorized representatives of each party thereto (other than Apex and the Sponsor); and (iv) to Apex, a certification, in a form reasonably acceptable to Apex, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders shares of the Company Shares thereunder and Holdco; and (vi) copies are not “U.S. real property interests” within the meaning of Section 897 of the approvalsCode, waivers or consents called for by in accordance with Treasury Regulation Section 9.2(e1.1445-2(c)(3), if any and as applicabletogether with an executed notice to the IRS (which shall be filed by Apex with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations, together with written authorization for Apex to deliver such documentation to the Internal Revenue Service on behalf of the Company after the Closing. (b) At the Closing, SPAC Apex will deliver or cause to be delivered to the Companydelivered: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Apex and the holders Apex Initial Stockholders party thereto; and (ii) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of Apex and First Merger Sub (other than those persons identified as the initial directors and officers, respectively, of Apex after the Effective Time, in accordance with Section 2.05), effective as of the Effective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Apex shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all accrued and unpaid Apex Transaction Expenses set forth on a written statement to be delivered to the Trust Account. Company not less than two Business Days prior to the Closing Date and (dii) At all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Apex by or on behalf of the ClosingCompany not less than two Business Days prior to the Closing Date, in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(aSections 10.2(a), 10.2(b) and Section 9.2(b10.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as the initial directors of the Surviving Company, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders the Major Company Equityholders who have elected to execute the Registration Rights Agreement; (iv) to Acquiror, evidence that all Affiliate Agreements (other than those set forth on Section 7.4 of the Company Shares thereunder Disclosure Letter) have been terminated or settled at or prior to the Closing without further liability to Acquiror, the Company or any of the Company’s Subsidiaries; (v) to Acquiror, with respect to each Blocker or Blocker Owner, as applicable, either (i) an executed IRS Form W-9 from the Blocker Owner or (ii) a certificate on behalf of the Blocker, prepared in a manner consistent and Holdcoin accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in such Blocker is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2) with respect to each Blocker, provided that the Company shall deliver to the Blocker a certificate signed under penalties of perjury (in such form as may be reasonably requested by counsel to the Blocker) certifying that the fair market value of the Company’s U.S. real property interests does not equal or exceed fifty percent (50%) of the fair market value of (A) the Company’s U.S. real property interests, (B) the Company’s interests in real property located outside the United States, plus (C) any other of its assets which are used or held for use in a trade or business; and (vi) copies to Acquiror, a certificate on behalf of the approvals, waivers or consents called for by Company conforming to the requirements of Treasury Regulations Section 9.2(e1.1445-11T(d)(2), if any and as applicable. (b) At the Closing, SPAC each of the Blockers will deliver or cause to be delivered to the Company: (i) Acquiror, a certificate signed by an officer authorized Person of SPACsuch Blocker, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized Person, the conditions specified in Section 9.3(a10.2(a) solely with respect to the representations and warranties of such Blocker contained in this Agreement, and Section 9.3(b10.2 (b) solely with respect to the covenants of such Blocker to be performed as of or prior to the Closing, have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, Acquiror will deliver or cause to be delivered: (i) to the Exchange Agent, the Distributable Aggregate Merger Consideration for further distribution to the Company Equityholders (excluding the Blockers) and each Blocker Owner pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.3(a) and Section 10.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor; and (iv) to the Company, the written resignations of all of the directors and officers of Acquiror, Merger Sub and the Blocker Merger Subs (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 7.12.6 and Section 8.6), SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses effective as of immediately prior to the Company Merger Effective Time and Time. (d) On the aggregate accrued and unpaid amount of Closing Date, concurrently with the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all accrued transaction expenses of Acquiror and its Affiliates (which shall include any outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates Subsidiaries shall be paid to SPACthe Company for further payment to such employee, independent contractor, officer or at director through the lenderCompany’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Sharepayroll. (e) At Each Blocker will deliver or cause to be delivered to Acquiror and the ClosingCompany, subject to the terms and conditions of this Registration Rights Agreement, Holdco shall issue to each holder duly executed by duly authorized representatives of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderBlocker’s name on the Payment SpreadsheetBlocker Owner.

Closing Deliverables. (a) At or prior to the Closing, as applicable, the Company will shall deliver (or cause to be delivered delivered) to SPACParent: (i) evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a certificate signed by an officer Code Section 401(k) arrangement have been terminated pursuant to resolution of the CompanyCompany (the form and substance of which shall have been subject to review and approval by Parent, dated which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) a duly executed resignation letter, from each of the Payment Spreadsheetofficers and directors of the Company effective as of the Initial Merger Effective Time in their capacity as officers and directors; (iii) a copy of the Company Written Consent and the Company Board Resolutions; (iv) (A) executed Warrant Assignment payoff letters (including Tax Forms) in forms reasonably satisfactory to Parent, in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Indebtedness of the Company set forth on Section 3.2(k) of the Disclosure Schedule owed to the lender thereof and the amounts payable to such lender providing (other than the PPP Loan) for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto, and (B) an invoice (including Tax Forms) from each advisor or other service provider to the Company (other than any employee, director or officer of the Company), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Transaction Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date; (v) a properly executed statement, in accordance with U.S. Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that Shareablee Holdco is not, and has not been, a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of Shareablee Holdco upon the Closing (the “FIRPTA Compliance Certificate”); (vi) Joinder Agreements duly executed by each Company Stockholder and the Company Warrantholder (in each case in the forms agreed by the Parties), and, in each case, the Company, and all such Joinder Agreements shall be in full force and effect; (vii) Employee Non-Competition and Non-Solicitation Agreements duly executed by the Key Employees, and all such agreements shall be in full force and effect; (viii) Stockholder Non-Competition and Non-Solicitation Agreement duly executed by ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, and such agreement shall be in full force and effect; (ix) Evidence of termination of that certain Employment Agreement, dated September 1, 2016, by and between the Company and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇; (x) Evidence of termination of that certain Consulting Services Agreement, dated March 20, 2017, by and between the Company and Advanced Motion Technologies, Inc.; (xi) Certificate of good standing for the Company, dated as of a date not more than five (5) Business Days prior to the Closing Date; and (xii) evidence reasonably acceptable to Parent that the Company has deposited the PPP Loan Deposit Amount with the PPP Lender in accordance with Section 1.8(a). (b) At or prior to the Closing, Parent shall deliver (or cause to be delivered) to the Company: (i) a duly executed counterpart to the Exchange Agent Agreement from Parent and the Exchange Agent; (ii) Employee Non-Competition and Non-Solicitation Agreements, and all such agreements shall be in full force and effect; (iii) Stockholder Non-Competition and Non-Solicitation Agreement duly executed by ▇▇▇▇▇▇;, and such agreement shall be in full force and effect; and (iv) a copy Certificate of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called good standing for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPACParent, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, the Company will shall deliver or cause to be delivered to SPACPlacement Agent the following: (i) a certificate signed this Agreement executed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) a Series A Note, Series B Note and/or Series C Note, registered in the Payment Spreadsheetname of such Investor, with a principal amount equal to such Investor’s Original Principal Amount thereof; (iii) a copy of the executed Warrant Assignment Agreement, duly Security Agreement executed by ▇▇▇▇▇▇the Company; (iv) a copy of the executed Lock-Up AgreementSide Letter Agreement with each cash Series A Notes Investor (other than Paid, duly Inc.) executed by the holders thereunder and ▇▇▇▇▇▇Company; (v) a copy of the executed Registration Rights Agreement, duly Escrow Agreement executed by certain holders of the Company Shares thereunder and HoldcoEscrow Agent; and (vi) copies an officer’s certificate of the approvalsCompany certifying: (A) no changes having been made to the Company’s charter (or similar formation document) since the date of the closing of the issuance of the 2022 Bridge Notes; (B) good standing in its state of incorporation (or formation); (C) no changes having been made to the Company’s bylaws (or similar governing document) since the date of the closing of the issuance of the 2022 Bridge Notes; and (D) resolutions of its board of directors (or similar governing body) approving and authorizing the execution, waivers or consents called for by Section 9.2(e), if any delivery and as applicableperformance of the Transaction Documents and the transactions contemplated thereby. (b) At On or prior to the ClosingClosing Date, SPAC will each Investor shall deliver or cause to be delivered to the CompanyCompany the following: (i) a certificate signed this Agreement executed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilledsuch Investor; (ii) copies of the written resignations of all the directors and officers of SPAC prior such Investor’s Subscription Amount: (A) with respect to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Timecash Investors, by wire transfer of immediately available funds from to the Trust Account.Escrow Agent pursuant to the wiring instructions set forth in Section 2.03(c), and/or (B) with respect to other Investors, by surrender for cancelation such Investor’s 2022 Bridge Notes, 2019 Convertible Notes, 2020 Convertible Notes and/or shares of Series A Preferred Stock (as applicable); (diii) At the Closing, in accordance a Side Letter Agreement with the SPAC Financing CertificateCompany executed such Investor (if a cash Series A Notes Investor (other than Paid, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share.Inc.)); (eiv) At the ClosingEscrow Agreement executed by Paid, subject to Inc.; and (v) the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares Security Agreement executed by such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment SpreadsheetInvestor.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Registration Rights Agreement and each Lock-Up Agreement, duly executed by each of the holders thereunder and ▇▇▇▇▇▇Company Stockholders; (iv) to Acquiror, evidence that all Affiliate Agreements set forth on Section 6.5 of the Company Disclosure Letter have been terminated or settled at or prior to the Closing without further liability to Acquiror, the Company or any of the Company’s Subsidiaries; and (v) to Acquiror, a copy certificate on behalf of the executed Registration Rights AgreementCompany, duly executed by certain holders prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Company Shares thereunder and Holdco; and (viCode, a “U.S. real property interest” within the meaning of Section 897(c) copies of the approvalsCode, waivers or consents called for by and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 9.2(e1.897-2(h)(2), if any and as applicable. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Net Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Registration Rights Agreement and each Lock-Up Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor and each of the SPAC Shares thereunderother parties listed on Schedule I of the Sponsor Support Agreement; (iv) to the Company, the written resignations of all of the directors and officers of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time; and (v) to the Company, a time stamped copy of the executed Registration Rights Agreement, duly executed certificate issued by the holders Secretary of State of the SPAC Shares thereunderState of Delaware in relation to the Domestication. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all accrued transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror not less than two (2) Business Days prior to the Closing Date, in accordance each case of clauses (i) and (ii), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices therefor; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACGF shall: (i) make any payments required to be made by GF or on GF’s behalf in connection with the GF Stockholder Redemptions pursuant to Section 6.10; (ii) deliver to the Company the Registration Rights and Lock-Up Agreement, duly executed by a duly authorized representative of the Sponsor; and (iii) deliver to the Company, a certificate signed by an officer of GF, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in GF is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service (“IRS”) prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, the Company shall: (i) deliver to GF a copy of the Articles Amendment, approved by the Company’s General Assembly and ready for immediate filing with the relevant Turkish trade registry (Istanbul Trade Registry) and publication in the Trade Registry Gazette, dated as of to take place within thirty (30) days following the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) pay, or cause to be paid, all Transaction Costs payable by the Payment SpreadsheetCompany pursuant to Section 10.10 hereof to the applicable payees; (iii) a copy of deliver to GF the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Registration Rights and Lock-Up Agreement, duly executed by the holders thereunder Company and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the applicable Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment AgreementShareholders; (iv) deliver to GF an executed trademark assignment agreement in a copy form approved by GF pursuant to which all company trademarks listed on Section 3.13(a) of the executed Lock-Up Agreement, duly executed by Company Disclosure Letter are transferred to the holders of the SPAC Shares thereunderCompany; and (v) deliver to GF (A) an executed domain name assignment agreement in a copy form approved by GF pursuant to which the Company domain names listed on Section 3.13(a) of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. Company Disclosure Letter (c“Company Domain Name”) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior are transferred to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, or (B) documentation in a form approved by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made GF evidencing that Company Domain Names are controlled by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary ShareCompany via a Company domain name registrar account. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Merger Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Merger Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a10.2(a), Section 10.2(b) and Section 9.2(b10.2(d) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder KKCG and HoldcoSwiss NewCo; and (viiii) copies to Acquiror, evidence that all Affiliate Agreements set forth on Section 7.4 of the approvals, waivers Company Disclosure Letter have been terminated or consents called for by Section 9.2(e), if settled at or prior to the Merger Closing without further liability to the Company Parties or any and as applicableof the Company’s Subsidiaries. (b) At the Merger Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Merger Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a10.3(a) and Section 9.3(b10.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders Acquiror Class B Holders; and (iii) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of Acquiror, effective as of the Merger Effective Time. (c) At On the ClosingAcquisition Closing Date, in accordance with Section 7.12.6, SPAC shall cause concurrently with the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Acquisition Effective Time, Swiss NewCo shall pay or cause to be paid by wire transfer of immediately available funds from (i) all Acquiror Transaction Expenses (other than to the Trust Account. extent incurred in violation with the terms of this Agreement) as set forth on a written statement to be delivered to the Company not less than five (d5) At Business Days prior to the ClosingMerger Closing Date and (ii) all Company Transaction Expenses (other than to the extent incurred in violation with the terms of this Agreement) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than five (5) Business Days prior to the Merger Closing Date, in accordance each case of clauses (i) and (ii), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with reasonable supporting detail and corresponding invoices for the SPAC Financing Certificateforegoing; provided that any Company Transaction Expenses due to current or former employees, Holdco shall repay independent contractors, officers or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll. During the Interim Period, Acquiror shall notify the Company in writing if aggregate Acquiror Transaction Expenses are reasonably expected to exceed the Acquiror Transaction Expenses Cap; it being understood that failure to so notify shall not constitute a breach of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPAC: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a‎Section 8.2(a) and Section 9.2(b‎Section 8.2(b) have been fulfilled; (ii) evidence in form and substance reasonably acceptable to SPAC of the termination of (A) the ▇▇▇ (other than Section 2.11 thereof (Market Stand-off Agreement) and, in connection therewith, Section 7 thereof (Miscellaneous), which shall remain in full force and effect with respect to any party to the ▇▇▇ which does not enter into the Lock-Up Agreement), the ROFO Agreement, the Voting Agreement and (except as set forth in ‎Section 2.10(a)(ii) of the Company Disclosure Letter) all letter agreements between the Company and any of its investors (the “Side Letters”); (iii) the Payment Spreadsheet; (iiiiv) a copy duly executed counterparts of each of the Ancillary Agreements contemplated to be executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of at the executed Lock-Up Agreement, duly executed Closing by the holders thereunder and ▇▇▇▇▇▇;Company or any of its Subsidiaries; and (v) a copy duly executed counterpart, executed by the Key Individual, of the executed Registration Rights Key Individual Subscription Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a‎Section 8.3(a) and Section 9.3(b‎Section 8.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to and its Subsidiaries (including, for the SPAC Mergeravoidance of doubt, CallCo and ExchangeCo), effective as of the SPAC Merger Effective Time;Closing; and (iii) a copy duly executed counterparts of each of the Ancillary Agreements contemplated to be executed Warrant Assignment Agreement; at the Closing by Sponsor, SPAC or any of SPAC’s Subsidiaries (iv) a copy including, for the avoidance of the executed Lock-Up Agreementdoubt, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunderCallCo and ExchangeCo). (c) At On the Closing, in accordance with Section 7.1Closing Date, SPAC shall pay or cause the Trustee to, and the Trustee shall thereupon to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds from all accrued and unpaid (i) Company Transaction Expenses as set forth in the Trust AccountCompany Transaction Expenses and Cash Certificate pursuant to ‎Section 2.8(a), which shall include the respective amounts and wire transfer instructions for the payment thereof, and (ii) SPAC Transaction Expenses as set forth in the SPAC Financing Certificate pursuant to ‎Section 2.8(b). (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay in full the aggregate outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPACExpense Advancement Agreement, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject Promissory Note and all Working Capital Loans to the terms and conditions payee designated by Sponsor by wire transfer of this Agreement, Holdco shall issue immediately available funds to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheetaccount designated by Sponsor.

Closing Deliverables. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) At the Closing, the Company will deliver and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware. (b) the Company shall deliver, or cause to be delivered delivered, to SPACParent: (i) a certificate signed by an officer copies of the Company, dated as of Stockholder Consent duly executed by the Closing Date, certifying that Company Stockholders constituting the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilledRequired Company Stockholder Approvals; (ii) counterparts to the Payment SpreadsheetRegistration Rights Agreement, duly executed by the Company Securityholders; (iii) a copy duly executed certificate that satisfies the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that no interest in the Company is a “United States real property interest” as defined in Section 897 of the executed Warrant Assignment Code and a notice form that meets the requirements of Treasury Regulations Section 1.8972(h)(2), along with written authorization for Parent to deliver such notice form to the IRS behalf of the Company upon the Closing, in each case, in form and substance reasonably acceptable to Parent; (iv) evidence that the Affiliate Contracts have been terminated pursuant to Section 5.14 (other than the Affiliate Contracts set forth on Section 5.14 of the Company Disclosure Schedules) on terms satisfactory to Parent and with no further liability or obligation of the Company; and (v) evidence that the D&O “tail” policy shall be obtained and effective as of the Closing pursuant to Section 5.16(b); (c) Parent shall: (i) deposit with the Exchange Agent the Closing Cash Consideration and the Fractional Share Consideration (if any) in accordance with Section 1.4; (ii) deliver, or cause to be delivered, to the Representative the Representative Holdback Amount by wire transfer of immediately available funds to an account designated by the Representative no less than [*] Business Days prior to the Closing Date; (iii) pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds to an account designated by the Company no less than [*] Business Days prior to the Closing Date; and (iv) deliver, or cause to be delivered, to the Company a counterpart to the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an authorized officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders the Requisite Company Stockholders who have elected to execute the Registration Rights Agreement; (iv) to Acquiror, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Acquiror to deliver such documentation to the Internal Revenue Service on behalf of the Company Shares thereunder and Holdcoafter the Closing; and (viv) copies to Acquiror, customary payoff letters in form and substance reasonably satisfactory to Acquiror from the holders of Existing Indebtedness or the agents representing the foregoing (the “Existing Lenders”) that is required to be repaid at the Closing (the “Payoff Letters”) (A) providing the instructions and total amounts for the payment in full of such Existing Indebtedness, together with interest, premiums, penalties, make-whole payments, breakage costs and other fees and expenses (if any) that are required to be paid by the Company as a result of the approvals, waivers or consents called for by Section 9.2(erepayment in full on the Closing Date of such Existing Indebtedness (the “Payoff Amount”), if by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in such Payoff Letters, (B) providing for the automatic and irrevocable release, upon receipt of the Payoff Amount, of (1) all Liens over the properties and assets (including all Company Intellectual Property) of the Company and its Subsidiaries securing obligations under such Existing Indebtedness and (2) any related guarantees and as applicable(C) providing that such Existing Indebtedness shall be repaid, discharged and satisfied in full upon receipt of the Payoff Amount, in each case, subject to the applicable provisions and terms that, by the terms of the applicable definitive documentation, survive repayment of such Existing Indebtedness. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, that portion of the Aggregate Merger Consideration to be paid in respect of shares of Company Common Stock in accordance with Section 3.1(a) (as set forth on the Allocation Schedule), for further distribution to such holders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an authorized officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor and the independent directors of Acquiror; and (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.5), effective as of the Effective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all accrued transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date, (ii) the Payoff Amount pursuant to the instructions set forth in accordance the Payoff Letters and (iii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date (“Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares independent contractor, officer or director through the Company’s payroll or accounts payable, as is set forth opposite such holder’s name on the Payment Spreadsheetapplicable.

Closing Deliverables. (a) At or prior to the Closing, as applicable, the Company will deliver (or cause to be delivered delivered) to SPACParent: (i) evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 6.6(a) was solicited in conformity with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote or (B) such stockholder approval was not obtained and as a certificate signed consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in accordance with Section 6.6(a) and delivered to Parent shall not be made or provided (or shall be returned); (ii) except as otherwise provided in Section 6.10, evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolution of the applicable governing body (the form and substance of which shall have been subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date; (iii) all necessary notices to parties, in a form reasonably acceptable to Parent, in each case, to any Contract set forth on Schedule A attached hereto; (iv) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B attached hereto, in a form reasonably acceptable to Parent, with such termination to be effective at or prior to the Effective Time; (v) a duly executed Director and Officer Resignation Letter in the form attached hereto as Exhibit C (the “Director and Officer Resignation Letters”), from each of the officers and directors of the Company effective as of the Closing; (vi) a certificate, validly executed by an officer the Secretary of the Company, certifying as to (A) the valid adoption of the Company Board Resolutions, and (B) the receipt of the Company Stockholder Approval, copies of which will be attached thereto (the “Secretary Certificate”); (vii) (A) executed payoff letters (including Tax Forms), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Indebtedness of the Company set forth on Section 1.5(a)(vii) of the Disclosure Schedule owed to the lender thereof and the amounts payable to such lender providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the authorization of the filing of a termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice (including Tax Forms) from each advisor or other service provider to the Company (other than any employee, director or officer of the Company or any of its Subsidiaries), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Closing Third Party Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date, and an acknowledgment from such advisor or other service provider that such Closing Third Party Expenses are the only Third Party Expenses owed to such advisor or other service provider (each, an “Invoice”); (viii) General Joinder Agreements duly executed by Company Indemnitors collectively representing, together with the Joinder Agreements delivered by the Key Employee and the Identified Stockholders on the Agreement Date and the Warrant Cancellation Agreement, substantially in the form attached hereto as Exhibit J (the “Warrant Cancellation Agreement”), delivered by each Company Warrantholder, at least ninety-two and five tenths percent (92.5%) of the Company Indemnitor Share Number, which Joinder Agreements (including the Joinder Agreements delivered by the Key Employee and the Identified Stockholders on the Agreement Date) shall remain in full force and effect as of the Closing; (ix) prior to the Closing Date, Suitability Documentation and Joinder Agreements duly executed and delivered (and not amended or revoked) by Company Stockholders representing, in the aggregate, at least ninety-five percent (95%) of the outstanding number of shares of Company Capital Stock, certifying pursuant to the Suitability Documentation that each such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (x) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit D, certifying that the conditions Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 9.2(a897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and Section 9.2(b) have been fulfilledwritten authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); (ii) the Payment Spreadsheet; (iiixi) a copy of the executed Warrant Assignment Cancellation Agreement, duly executed by ▇▇▇▇▇▇each Company Warrantholder and the Company, and Suitability Documentation duly executed by each Company Warrantholder certifying that each such Company Warrantholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (ivxii) a copy of the executed Lock-Up Agreement, duly executed by counterpart to the holders thereunder and ▇▇▇▇▇▇Escrow Agreement from the Stockholder Representative, substantially in the form attached hereto as Exhibit G (the “Escrow Agreement”); (vxiii) a copy long form certificate of good standing from the Secretary of State of the executed Registration Rights Agreement, duly executed by certain holders State of Delaware with respect to the Company Shares thereunder and Holdcodated no earlier than five (5) Business Days prior to the Closing Date; and (vixiv) copies of duly executed counterpart to the approvalsPaying Agent Agreement from the Stockholder Representative, waivers or consents called for by Section 9.2(ein the form attached hereto as Exhibit K (the “Paying Agent Agreement”), if any and as applicable. (b) At or prior to the Closing, SPAC Parent will deliver (or cause to be delivered delivered) to the Company: (i) a certificate signed by an officer of SPAC, dated as of duly executed counterpart to the Closing Date, certifying that Escrow Agreement from Parent and the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilledEscrow Agent; (ii) copies a counterpart to each of the written resignations of all the directors and officers of SPAC Joinder Agreements delivered to Parent in accordance with Section 1.5(a)(viii) prior to the SPAC Merger, effective as of the SPAC Merger Effective TimeClosing duly executed by Parent; (iii) a copy of duly executed counterpart to the executed Warrant Assignment AgreementPaying Agent Agreement from Parent and the Paying Agent; (iv) a copy of the executed Lock-Up Agreementcertificate, duly validly executed by the holders Secretary of Parent, certifying as to the SPAC Shares thereunderParent Board Approval; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunderR&W Policy. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company and the Share Recipients, as applicable, will deliver or cause to be delivered to SPACParent: (i) a certificate signed by an officer Certificate of Merger, executed on behalf of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) a certificate from the Payment SpreadsheetCompany, validly executed by the Secretary of the Company for and on the Company’s behalf, certifying (i) the terms and effectiveness of the Company Charter and the bylaws of the Company, (ii) the valid adoption of the resolutions of the Company Board (whereby the Merger, this Agreement and the Transactions were unanimously approved by the Company Board), (iii) the validity and effectiveness of the Company Stockholder Approval, (iv) the Pre-Closing Statement and (v) the paid and outstanding Transaction Expenses; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇Company Stockholder Approval; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇;[Reserved] (v) [Reserved] (i) a copy statement conforming with the requirements of the executed Registration Rights Agreement, duly executed by certain holders Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that shares of capital stock of the Company Shares thereunder do not constitute “United States real property interests” under Section 897(c) of the Code and Holdco(ii) a form of notice to the IRS conforming with the requirements of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company following the Effective Time; and (vivii) copies of Lock-Up Agreements, executed by the approvals, waivers or consents called for by Section 9.2(e), if any and as applicableShare Recipients. (b) At the Closing, SPAC Parent will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer the Certificate of SPACMerger, dated as executed on behalf of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilledMerger Sub; (ii) copies a certificate from Parent, validly executed by a director of Parent for and on Parent’s behalf, certifying as to the valid adoption of the written resignations resolutions of all the board of directors and officers of SPAC prior to Parent (whereby the SPAC Merger, effective as this Agreement, the Transactions and the issue of Parent Consideration Stock were unanimously approved by the SPAC Merger Effective Time;board of directors of Parent); and (iii) a copy written confirmation that NASDAQ has completed its review of the executed Warrant Assignment Agreement; (iv) a copy Listing of Additional Shares Notification Form submitted by Parent to NASDAQ in connection with the executed Lock-Up Agreement, duly executed by proposed issuance of Parent Consideration Stock included in the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunderClosing Consideration. (c) Promptly after the Effective Time, Parent shall cause Computershare Limited (the “Paying Agent”) to deliver or otherwise make available to the Share Recipients instructions for use in effecting the surrender of the non-certificated shares of the Company held by book-entry (“Book-Entry Shares”). At the Closing, Parent shall pay the Closing Consideration by instructing the Paying Agent to issue the Parent Consideration Stock to the Share Recipients in accordance with Section 7.1Schedule 1, SPAC which shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior subject to the Company Merger Effective Time and the aggregate accrued and unpaid amount Lock-Up Agreements. Exchange of the SPAC Transaction Expenses as of immediately prior Book-Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to the SPAC Merger Effective Time, securities represented by wire transfer of immediately available funds from the Trust Accountbook-entry. (d) At the Closing, in accordance with Merger Sub will deliver or cause to be delivered to the SPAC Financing CertificateCompany a certificate from Merger Sub, Holdco shall repay the outstanding amount due under loans made validly executed by the Sponsor or any Secretary of its Affiliates Merger Sub for and on the Merger Sub’s behalf, certifying as to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) valid adoption of the loans may be converted into Holdco Ordinary Shares at resolutions of the price board of Ten Dollars directors of the Merger Sub ($10) per Holdco Ordinary Sharewhereby the Merger, this Agreement and the Transactions were unanimously approved by the board of directors of Merger Sub). (e) At the As soon as practicable following Closing, subject to Parent will procure that the terms and conditions name of this Agreement, Holdco shall issue to each holder Share Recipient is entered in the register of Company Shares such members of the Parent as holders of the relevant number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment shares of Parent Consideration Stock issued in accordance with Schedule 1 (Closing Spreadsheet).

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Major Company Shares thereunder and HoldcoStockholders who have elected to execute the Registration Rights Agreement; and (viiv) copies to Acquiror, a certificate on behalf of the approvalsCompany, waivers or consents called for by Section 9.2(eprepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), if (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); provided, however, that notwithstanding anything to the contrary, the sole remedy under this Agreement for any failure of the Company to deliver a certification and notice pursuant to this Section 2.4(a)(iv) shall be for Acquiror, the Company or the Exchange Agent, as applicable, to withhold from payments pursuant to this Agreement in accordance with Section 3.4 any Taxes that are required to be withheld by such Person pursuant to Section 1445 of the Code by reason of such failure. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the portion of the Aggregate Merger Consideration payable in respect of the Company Exchange Shares, for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor; and (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of Acquiror and Merger Sub (other than those Persons identified as initial directors or officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6 ), effective as of the Effective Time. (c) At the Closing, in accordance with Section 7.1, SPAC Acquiror shall pay or cause the Trustee to, and the Trustee shall thereupon to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Timepaid, by wire transfer of immediately available funds from funds, (i) all Outstanding Acquiror Expenses as set forth on the Trust Account. final Acquiror Closing Statement and (dii) At all accrued and unpaid Company Transaction Liabilities (“Unpaid Company Transaction Liabilities”) as set forth on the Closingfinal Company Closing Statement; provided, in accordance with that any Unpaid Company Transaction Liabilities due to current or former employees, independent contractors, officers, or directors of the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or director through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPAC: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Company: (i) the written resignations of all of the directors and officers of A▇▇▇▇▇▇▇, effective as of the Effective Time; (ii) a resolution of Acquiror appointing two directors who shall be designated by the Company, and one of which shall be an independent director within the meaning of Nasdaq Rule 5605(a)(2) of the Nasdaq Stock Market LLC (“Nasdaq”), and two persons who constitute independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq, and who are mutually acceptable to Acquiror and the Company as the directors of Acquiror, effective as of the Effective Time; and (iii) a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a), Section 9.3(b), (c) and Section 9.3(b(d) have been fulfilled;. (iib) copies of At the written resignations of all the directors and officers of SPAC prior Closing, Acquiror will deliver or cause to be delivered to the SPAC MergerExchange Agent the Aggregate Exchange Consideration for further distribution to the Company Shareholders, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunderpursuant to Section 3.2. (c) At Substantially concurrently with the Closing, in accordance with Section 7.1, SPAC the Acquiror shall pay or cause the Trustee to, and the Trustee shall thereupon to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds from the Trust Account. (di) At the Closingall accrued and unpaid Company Transaction Expenses; and (ii) all accrued and unpaid Acquiror Transaction Expenses, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates each case as set forth on a written statement to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject delivered to the terms Acquiror not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on wire transfer instructions for the Payment Spreadsheetpayment thereof.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled;fulfilled; (ii) to Acquiror, the Payment Spreadsheet;written resignations of all of the directors of the Company (other than those Persons identified as the initial directors and officers, respectively, of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the First Effective Time; (iii) a copy to Acquiror, evidence that all Affiliate Agreements set forth on Section 6.4 of the executed Warrant Assignment AgreementCompany Disclosure Letter have been terminated or settled at or prior to the Closing without further liability to Acquiror, duly executed by ▇▇▇▇▇▇;the Company or any of the Company's Subsidiaries; (iv) a copy of to Acquiror, evidence reasonably satisfactory to Acquiror that the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇Preferred Stock Conversion has been consummated; (v) a copy to the Acquiror, duly executed signatures pages of the executed Affiliates of the Company who are counterparties to the Registration Rights Agreement; (vi) to Acquiror, duly executed by certain holders a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company Shares thereunder is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a "U.S. real property interest" within the meaning of Section 897(c) of the Code, and Holdcoa form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); and (vivii) copies of the approvals, waivers or consents called for by Section 9.2(e), if evidence reasonably satisfactory to Acquiror that any and as applicableall Executive Loans have been satisfied in full or forgiven. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company's stockholders pursuant to Section 3.2. (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled;fulfilled; (iiiii) copies of to the Company, the written resignations of all of the directors and officers of SPAC prior to Acquiror and Merger Sub (other than those Persons identified as the SPAC Mergerinitial directors and officers, respectively, of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the SPAC Merger Second Effective Time; (iii) a copy of the executed Warrant Assignment Agreement;Time; (iv) to the Company, a copy of the executed Lock-Up Agreement, duly executed by signature page to the holders of the SPAC Shares thereunderRegistration Rights Agreement; and (v) to the Company, a time-stamped copy of the executed Registration Rights Agreement, duly executed certificate issued by the holders Secretary of State of the SPAC Shares thereunderState of Delaware in relation to the Domestication. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Second Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all Acquiror Transaction Expenses as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date and (ii) all accrued and unpaid Company Transaction Expenses ("Unpaid Transaction Expenses") as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on independent contractor, officer or director through the Payment SpreadsheetCompany's payroll.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the managers of the Company (other than any such Persons identified as initial managers of the Surviving Company, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of the executed Warrant Assignment Agreementto Acquiror, duly executed by ▇▇▇▇▇▇copies of documentation reasonably necessary to evidence the adoption and implementation of the Incentive Plan; (iv) a copy of the executed Lock-Up Agreementto Acquiror, duly executed by copies of each of the holders thereunder and ▇▇▇▇▇▇;Precedent Transaction Agreements to which the Company is a party; and (v) to Acquiror, a copy duly executed IRS Form W-9 from the Company Equityholder and each applicable Company Minority Equityholder certifying that such Person is a “United States person” as defined in Section 7701(a)(30) of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicableCode. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Company Equityholder, the Closing Merger Consideration; (ii) to each of the Company Minority Equityholders, the applicable portion of the Minority Merger Consideration payable to such Company Minority Equityholder as set forth in Section 2.1 of the Company Disclosure Letter; (iii) to the Company, duly executed copies of documentation reasonably necessary to evidence the adoption and implementation of the Incentive Plan; (iv) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(b9.3(c) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy to the Company, the written resignations of all of the executed Registration Rights Agreementapplicable managers, duly executed by directors and officers of Acquiror and ▇▇▇▇▇▇ Sub (other than those Persons identified as the holders initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.5), effective as of the SPAC Shares thereunderEffective Time. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause unless other arrangements for Unpaid Transaction Expenses are mutually agreed by the Trustee to, Acquiror and the Trustee Company, Acquiror shall thereupon pay or cause to be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, paid by wire transfer of immediately available funds from funds, (i) all accrued transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered to the Trust Account. Company not less than two (d2) At Business Days prior to the ClosingClosing Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay the outstanding amount that any Unpaid Transaction Expenses due under loans made by the Sponsor to current or any of its Affiliates to SPACformer employees, independent contractors, officers, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) managers of the loans may Company shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holderindependent contractor, officer or manager through the Company’s name on the Payment Spreadsheetpayroll.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.7 and Section 8.7), effective as of the Effective Time; (iii) a copy to Acquiror, written evidence (reasonably satisfactory to Acquiror) of the executed Warrant Assignment termination of the Company Stockholders Agreement according to its terms; (iv) to Acquiror, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇the Company Stockholders party thereto; (ivv) a copy of to Acquiror, the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇;Company Stockholders representing eighty percent (80%) of the shares of Company Common Stock outstanding immediately prior to the Effective Time, (vvi) to Acquiror, if the Ardachon Proceedings shall not have been terminated prior to Closing, a copy of letter agreement addressing the executed Registration Rights Agreement, duly executed by certain holders obligations set forth on Section 2.5(a)(vi) of the Company Shares thereunder and HoldcoDisclosure Letter; and (vivii) copies to Acquiror, a certificate on behalf of the approvalsCompany, waivers or consents called for by Section 9.2(eprepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), if any (h) and as applicable1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Closing Date Merger Consideration for further distribution to the Company Stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Registration Rights Agreement and each Lock-Up Agreement, duly executed by duly authorized Representatives of Acquiror and the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee toSponsor, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior other parties thereto; (iv) to the Company Merger Effective Time and Company, the aggregate accrued and unpaid amount written resignations of all of the SPAC Transaction Expenses directors and officers of A▇▇▇▇▇▇▇ (other than those Persons identified as the initial directors and officers, respectively, of immediately prior to the SPAC Merger Surviving Corporation after the Effective Time, by wire transfer of immediately available funds from the Trust Account. (d) At the Closing, in accordance with the SPAC Financing Certificateprovisions of Section 2.7 and Section 8.7), Holdco shall repay effective as of the outstanding amount due under loans made Effective Time; (v) to the Company, a time-stamped copy of the certificate issued by the Sponsor or any Secretary of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) State of the loans may be converted into Holdco Ordinary Shares at State of Delaware in relation to the price of Ten Dollars ($10) per Holdco Ordinary Share.Domestication; and (evi) At the Closing, subject to the terms and conditions of this AgreementCompany, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheetan Internal Revenue Service Form W-9.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an authorized officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized officer, the conditions specified in Section 9.2(a) Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders the Requisite Company Stockholders who have elected to execute the Registration Rights Agreement; (iv) to Acquiror, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Acquiror to deliver such documentation to the Internal Revenue Service on behalf of the Company Shares thereunder and Holdcoafter the Closing; and (viv) copies to Acquiror, customary payoff letters in form and substance reasonably satisfactory to Acquiror from the holders of Existing Indebtedness or the agents representing the foregoing (the “Existing Lenders”) that is required to be repaid at the Closing (the “Payoff Letters”) (A) providing the instructions and total amounts for the payment in full of such Existing Indebtedness, together with interest, premiums, penalties, make-whole payments, breakage costs and other fees and expenses (if any) that are required to be paid by the Company as a result of the approvals, waivers or consents called for by Section 9.2(erepayment in full on the Closing Date of such Existing Indebtedness (the “Payoff Amount”), if by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in such Payoff Letters, (B) providing for the automatic and irrevocable release, upon receipt of the Payoff Amount, of (1) all Liens over the properties and assets (including all Company Intellectual Property) of the Company and its Subsidiaries securing obligations under such Existing Indebtedness and (2) any related guarantees and as applicable(C) providing that such Existing Indebtedness shall be repaid, discharged and satisfied in full upon receipt of the Payoff Amount, in each case, subject to the applicable provisions and terms that, by the terms of the applicable definitive documentation, survive repayment of such Existing Indebtedness. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, that portion of the Merger Consideration to be paid in respect of shares of Company Common Stock in accordance with Section 3.1(a) (as set forth on the Allocation Schedule), for further distribution to such holders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an authorized officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of ▇▇▇▇▇▇▇▇ and the holders Sponsor and the independent directors of Acquiror; and (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.4), effective as of the Effective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds, the Trust Account. (d) At Permitted Transaction Expenses and the ClosingCompany Transaction Expenses and the Sponsor shall pay or cause to be paid by wire transfer of immediately available funds, the Excess Transaction Expenses, each in accordance with Section 11.6, which amounts incurred, accrued, paid or payable by (i) Acquiror or Acquiror’s Affiliates (which shall include any outstanding amounts under any Working Capital Loans) shall be set forth on a written statement delivered to the SPAC Financing CertificateCompany not less than two (2) Business Days prior to the Closing Date and (ii) the Company or its Subsidiaries (which shall include the Payoff Amount) shall be set forth on a written statement delivered to Acquiror not less than two (2) Business Days prior to the Closing Date, Holdco which statements described in the foregoing clauses (i) and (ii) shall repay include the outstanding amount respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Company Transaction Expenses due under loans made by to current or former employees, independent contractors, officers, or directors of the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares independent contractor, officer or director through the Company’s payroll or accounts payable, as is set forth opposite such holder’s name on the Payment Spreadsheetapplicable.

Closing Deliverables. (a) At the Closing, the Company will shall deliver or cause to be delivered to SPACeach Purchaser: (i) a certificate signed by an officer certificate, registered in the name of such Purchaser, evidencing the Company, dated number of Shares as of set forth under such Purchaser’s name on the Closing Date, certifying that signature pages hereof next to the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilledlabel “Shares”; (ii) the Payment SpreadsheetRegistration Rights Agreement duly executed by the Company; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇Transfer Agent Instructions; (iv) a copy duly executed certificate from the corporate secretary of the executed Lock-Up AgreementCompany, duly executed by substantially in the holders thereunder and ▇▇▇▇▇▇form of Exhibit C; (v) a duly executed certificate from the chief executive officer and chief financial officer of the Company, substantially in the form of Exhibit D;. (vi) a duly executed consent by the Secured Lender, in form and substance reasonably satisfactory to such Purchaser, (1) consenting to the transactions contemplated hereby, including the issuance and sale of the Securities, the use of proceeds of the investment, the establishment of the Proceeds Account and the restrictions thereon provided in the Bylaws and in Section 5.16, the Redomestication and the Restructuring, (2) exempting the funds maintained in the Proceeds Account from any Lien in favor of the Secured Lender and from repayment of its loans to the Company (including in the event of a default under the loan documents or upon maturity of the loans); and (3) consenting to the distribution of all funds in the Proceeds Account to the parent holding company of the Company upon the consummation of the Restructuring; (vii) evidence reasonably satisfactory to such Purchaser of the termination of that certain Stock Purchase Agreement, dated as of August 29, 2011, by and among the Company and the parties listed on the signature page thereto and that certain Stock Purchase Agreement, dated as of September 29, 2011, by and between the Company and the party listed on the signature pages thereto; (viii) a copy of the executed Registration Rights decision of the NASDAQ Listing Qualifications Department or Hearing Panel to extend the deadline for the Company to regain compliance with NASDAQ Listing Rule 5550(b) until a date on or after the Closing Date; (ix) a copy of the approval by the NASDAQ OMX Listing Center of the Company’s Listing of Additional Shares Notification Form pertaining, inter alia, to the issuance and sale of the Shares pursuant to this Agreement; (x) a long form good standing certificate from the Secretary of State of the State of Nevada, duly executed by certain holders dated not more than one Business Day prior to the Closing Date, attesting the good standing of the Company Shares thereunder and Holdcoin the State of Nevada; and (vixi) copies such other agreements, documents and certificates as such Purchaser shall reasonably request in connection with the consummation of the approvals, waivers or consents called for transactions contemplated by Section 9.2(e), if any and as applicablethe Transaction Documents. (b) At the Closing, SPAC will each Purchaser shall deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Companysuch Purchaser’s Investment Amount for such Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective TimeUnited States dollars, by wire transfer of immediately available funds from or intra-bank transfer to the Trust Proceeds Account. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. The Administrative Agent shall have received on the date hereof the following, each dated as of the date hereof (a) At unless otherwise specified), in form and substance satisfactory to the Closing, the Company will deliver or cause to be delivered to SPAC:Administrative Agent (unless otherwise specified): (i) From each party hereto either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page to this Agreement, so long as such transmission is promptly followed by hard copy originals of the same) that such party has signed a counterpart of this Agreement. (ii) Originally executed copies of such Notes as any Lender shall have requested. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Transactions, and of all other material third party approvals and consents, if any, with respect to this Agreement and Transactions. (iv) A copy of a certificate signed by an officer or certificates of the CompanyCommissioner of Commerce and Economic Development of State of Alaska, dated as of a recent date satisfactory to the Closing DateAdministrative Agent, certifying that (i) as to a true and correct copy of the conditions specified organizational documents of the Borrower and each amendment thereto on file in Section 9.2(a) such Secretary’s office and Section 9.2(b) have been fulfilled; (ii) that the Payment Spreadsheet; (iii) a copy Borrower is duly organized and in good standing under the laws of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy State of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇;Alaska. (v) a copy A certificate of the executed Registration Rights AgreementBorrower, duly executed signed by certain holders two of its Responsible Officers, certifying to the best of their knowledge after due inquiry (A) the truth of the Company Shares thereunder representations and Holdco; andwarranties contained in the Loan Documents as of the date hereof, (B) the absence of any event occurring and continuing, or resulting from the execution of this Agreement or the other Loan Documents or the initial Borrowing (deeming an initial Borrowing of at least $1.00 to occur on the date hereof), that constitutes a Default and (C) the absence of any condition or circumstance occurring and continuing that would impair any Member’s ability to perform its payment obligations under any Wholesale Power Contract to which it is a party. (vi) copies A certificate of the approvals, waivers Secretary or consents called for by an Assistant Secretary of the Borrower certifying as to (A) the absence of any amendments to the Certificate of Incorporation of the Borrower since the date of the Secretary of State’s certificate referred to in Section 9.2(e4.01(b)(iv), if (B) a true and correct copy of the bylaws of the Borrower as in effect on the date on which the resolutions referred to in Section 4.01 (b)(iii) were adopted and on the date hereof, (C) the due organization and good standing or valid existence of the Borrower as a company organized under the laws of the State of Alaska, and the absence of any proceeding for the dissolution or liquidation of the Borrower, and as applicable. (bD) At the Closing, SPAC will deliver names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is or cause is to be a party and the other documents to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) hereunder and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (cvii) At A certificate in substantially the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount form of Company Transaction Expenses as of immediately prior Exhibit E hereto attesting to the Company Merger Effective Time and the aggregate accrued and unpaid amount Solvency of the SPAC Transaction Expenses as of immediately prior Borrower before and after giving effect to the SPAC Merger Effective Timeclosing of the Transactions, by wire transfer of immediately available funds from the Trust AccountBorrower’s Chief Executive Officer and Chief Financial Officer. (dviii) At Such financial, business and other information regarding the ClosingBorrower as the Administrative Agent or the Lenders shall have requested, in accordance which information shall be satisfactory to the Administrative Agent and the Lenders, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with the SPAC Financing Certificateemployees, Holdco shall repay the outstanding amount due under loans made and forecasts prepared by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) management of the loans may be converted into Holdco Ordinary Shares at Borrower of balance sheets, income statements and cash flow statements on an annual basis for each year thereafter until the price of Ten Dollars ($10) per Holdco Ordinary ShareCommitment Termination Date. (eix) At Evidence of insurance satisfying the Closing, subject requirements of Section 5.05. (x) Favorable written opinions (addressed to the terms Administrative Agent and conditions the Lenders and dated the Effective Date) of counsel for the Borrower, substantially in the form of Exhibit F, and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Joint Lead Arrangers shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xi) Each other Loan Document not mentioned above in this AgreementSection 4.01 and any other documents, Holdco shall issue in each case, as reasonably requested by the Administrative Agent or any Lender or counsel to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment SpreadsheetAdministrative Agent.

Closing Deliverables. (a) At or prior to the Closing, as applicable, the Company will deliver (or cause to be delivered delivered) to SPACParent: (i) except as otherwise provided in Section 6.10, evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a certificate signed Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolution of the applicable governing body (the form and substance of which shall have been subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date; (ii) all necessary consents, notices, and waivers of third parties to any Contract set forth on Schedule A attached hereto, in each case, in a form reasonably acceptable to Parent; (iii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B attached hereto, in a form reasonably acceptable to Parent, with such termination to be effective at or prior to the Effective Time; (iv) a duly executed Resignation Letter, substantially in the form attached hereto as Exhibit C (the “Resignation Letter”), from each of the officers, directors and managers of the Acquired Companies, effective as of the Closing; (v) the Company Stockholder Approval; (vi) a certificate, validly executed by an officer the Secretary of the Company, certifying as to (A) the valid adoption of the Company Board Resolutions, and (B) the receipt of the Company Stockholder Approval, copies of which will be attached thereto; (vii) (A) a signed consent to the Merger and the transactions contemplated hereby, including a waiver of any change of control or other similar provisions (in a form reasonably acceptable to Parent), with respect to all Indebtedness of the Acquired Companies set forth on Section 1.5(a)(vii) of the Company Disclosure Schedule; and (B) an invoice from each advisor or other service provider to the Acquired Companies (other than any Employee, director or officer of the Acquired Companies), in each case, dated no more than five (5) Business Days prior to the Closing Date, with respect to all Company Closing Third Party Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date, and an acknowledgment from such advisor or other service provider that such Company Closing Third Party Expenses are the only Third Party Expenses owed to such advisor or other service provider; (viii) Suitability Documentation, duly executed and delivered (and not amended or revoked) by Company Stockholders representing, in the aggregate, at least ninety percent (90%) of the Company Shares, certifying pursuant to the Suitability Documentation that such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (ix) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and substantially in the form attached hereto as Exhibit D, certifying that the conditions Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 9.2(a897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and Section 9.2(b) have been fulfilledwritten authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); (ii) the Payment Spreadsheet; (iiix) a copy of Warrant Cancellation Agreement, substantially in the executed form attached hereto as Exhibit E (the “Warrant Assignment Cancellation Agreement”), and Suitability Documentation certifying whether such Company Warrant holder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act), in each case, duly executed by the Company and the holders of Company Common Warrants representing, in the aggregate, at least ninety percent (90%) of the shares of Company Common Stock underlying the Company Common Warrants outstanding as of the date of this Agreement; (xi) a Replacement Warrant, substantially in the form attached hereto as Exhibit F (the “Replacement Warrant”), duly executed by the Company and each holder of a Company Preferred Warrant; (xii) a SAFE Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit G (the “SAFE Assignment and Assumption Agreement”), duly executed by each Company SAFEholder and the Company, and Suitability Documentation duly executed by each Company SAFEholder certifying that such Company SAFEholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (xiii) a certificate of good standing from the Secretary of State of the State of Delaware which is dated within five (5) Business Days prior to the Closing with respect to the Company; (xiv) duly executed counterpart to the Paying Agent Agreement from each of the Stockholder Representative and the Company, in the form attached hereto as Exhibit H (the “Paying Agent Agreement”); (xv) the Certificate of ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇;Company; and (vxvi) a copy of the executed Registration Rights AgreementEmployment Agreements, duly executed by certain holders each Key Employee of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicableCompany. (b) At or prior to the Closing, SPAC Parent will deliver (or cause to be delivered delivered) to the Company: (i) all necessary consents, notices, and waivers of third parties to any Contract set forth on Schedule A attached hereto, in each case, in a certificate signed by an officer of SPAC, dated as of form reasonably acceptable to the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilledCompany; (ii) copies evidence reasonably satisfactory to the Company that Parent has terminated each of those agreements listed on Schedule B attached hereto, in a form reasonably acceptable to the written resignations of all the directors and officers of SPAC Company, with such termination to be effective at or prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy duly executed Resignation Letter, from the officers, directors and managers of Parent listed on Schedule 1.5(b)(iii) of the executed Warrant Assignment AgreementParent Disclosure Schedule, effective as of the Closing; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; andParent Stockholder Approval; (v) a copy duly executed counterpart to each Replacement Warrant from Parent; (vi) a duly executed counterpart to each SAFE Assignment and Assumption Agreement from Parent; (vii) a certificate, validly executed by the Secretary of Parent, certifying as to (A) the valid adoption of the executed Registration Rights AgreementParent Board Resolutions, and (B) the receipt of the Parent Stockholder Approval, copies of which will be attached thereto; (viii) a certificate of good standing from the Secretary of State of the State of Delaware which is dated within five (5) Business Days prior to the Closing with respect to Parent; (ix) the Employment Agreements, duly executed by the holders each Key Employee of the SPAC Shares thereunder.Parent and by Parent (or one of its Subsidiaries); and (cx) At a duly executed counterpart to the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, Paying Agent Agreement from Parent and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust AccountPaying Agent. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an authorized officer of the Company, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(b9.2(c) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the managers and officers of the Company (other than any such Persons identified as initial managers of the Surviving Company, in accordance with Section 2.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders the Requisite Company Unitholders; (iv) to Acquiror, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Acquiror to deliver such documentation to the IRS on behalf of the Company Shares thereunder after the Closing; (v) to Acquiror, (x) customary payoff letters in form and Holdcosubstance reasonably satisfactory to Acquiror from the holders of Existing Indebtedness or the agents representing the foregoing (the “Existing Lenders”) that is required to be repaid at the Closing (the “Payoff Letters”) (A) providing the instructions and total amounts for the payment in full of such Existing Indebtedness, together with interest, premiums, penalties, make-whole payments, breakage costs and other fees and expenses (if any) that are required to be paid by the Company as a result of the repayment in full on the Closing Date of such Existing Indebtedness (the “Payoff Amount”), by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in such Payoff Letters, (B) providing for the automatic and irrevocable release, upon receipt of the Payoff Amount, of (1) all Liens over the properties and assets (including all Company Intellectual Property) of the Company and its Subsidiaries securing obligations under such Existing Indebtedness and (2) any related guarantees and (C) providing that such Existing Indebtedness shall be repaid, discharged and satisfied in full upon receipt of the Payoff Amount, in each case, subject to the applicable provisions and terms that, by the terms of the applicable definitive documentation, survive repayment of such Existing Indebtedness or (y) reasonably satisfactory proof of either a refinancing of or plan to address the Existing Indebtedness on terms mutually agreed between the Company and Acquiror; and (vi) copies to Acquiror, reasonably satisfactory proof of the approvals, waivers or consents called for by Section 9.2(e), if any full repayment and as applicablefinal settlement of the Catapult Note. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, that portion of the Aggregate Merger Consideration to be paid in respect of Company Units in accordance with Section 3.1(a) (as set forth on the Allocation Schedule), for further distribution to such holders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an authorized officer of SPACAcquiror, dated as of the Closing Date, certifying that that, to the knowledge and belief of such authorized officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the holders Sponsor and the independent directors of Acquiror; and (iv) to the Company, the written resignations of all of the SPAC Shares thereunderdirectors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.5), effective as of the Effective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds funds, with such payment made from the proceeds released from the Trust Account. , (di) At all accrued transaction expenses of Acquiror and those incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf (which shall include any outstanding amounts under any Working Capital Loans) as set forth on a written statement to be delivered to the ClosingCompany not less than two (2) Business Days prior to the Closing Date and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date (“Unpaid Transaction Expenses”), in accordance which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the SPAC Financing Certificateforegoing; provided, Holdco shall repay that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or managers of the outstanding amount due under loans made by the Sponsor Company or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may Subsidiaries shall be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject paid to the terms and conditions of this AgreementCompany for further payment to such employee, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares independent contractor, officer or director through the Company’s payroll or accounts payable, as is set forth opposite such holder’s name on the Payment Spreadsheetapplicable.

Closing Deliverables. (a) At the Closing, the Company will deliver SPAC shall deliver, or cause to be delivered delivered, to the Company a certificate signed by a duly authorized signatory of the SPAC, dated as of the Closing Date, certifying that the conditions specified in ‎Section 6.3(a), ‎Section 6.3(b) and ‎Section 6.3(c) have been fulfilled (other than any such condition that has been duly waived by the Company). (b) At the Closing, the Company shall deliver, or cause to be delivered, to the SPAC: (i) a certificate signed by an the chief executive officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a‎Section 6.2(a), ‎Section 6.2(b) and Section 9.2(b‎Section 6.2(c) have been fulfilledfulfilled (other than any such condition that has been duly waived by the SPAC); (ii) certificate of good standing of the Payment SpreadsheetCompany as of a date no earlier than five (5) Business Days prior to the Closing Date; (iii) a copy certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (a) copies of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Amalgamation Effective Time); (b) the Company Board Approval and the Company Shareholder Approval; and (c) the incumbency of officers of the Company authorized to execute this Agreement or any Transaction Document to which the Company is or is required to be a party or otherwise bound; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered evidence reasonably acceptable to the Company: (i) a certificate signed by an officer of SPAC, dated SPAC that the Shareholders’ Agreement has been validly terminated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy duly executed confirmatory assignment agreements, in the form acceptable to the SPAC, acting reasonably, by and between each individual involved in the development of the executed Registration Rights Agreement, duly executed by the holders Company’s Intellectual Property (including without limitation those listed on ‎Section 3.16 of the SPAC Shares thereunder. (cCompany Disclosure Schedule) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated Company to pay the aggregate accrued and unpaid amount assign all of Company Transaction Expenses as of immediately prior such individual’s rights in such Intellectual Property to the Company Merger Effective Time (the “Confirmatory Assignment Agreements”), together with evidence reasonably acceptable to SPAC that such assignment has been duly recorded with or approved by all relevant Authorities, including the United States Patent and Trademark Office and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, by wire transfer of immediately available funds from the Trust AccountCanadian Intellectual Property Office. (d) At the Closing, in accordance with the SPAC Financing Certificate, Holdco shall repay the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment Spreadsheet.

Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPACdelivered: (i) to Acquiror, a certificate signed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the Payment Spreadsheetwritten resignations of all of the directors of the Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time; (iii) a copy of to Acquiror, the executed Warrant Assignment Registration Rights Agreement, duly executed by ▇▇▇▇▇▇each Company Stockholder party thereto; (iv) a copy of to Acquiror, the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇;Key Holders; and (v) to Acquiror, a copy duly executed certificate on behalf of the executed Registration Rights AgreementCompany, duly executed by certain holders prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3) and dated as of the Closing Date, certifying that no interest in the Company Shares thereunder and Holdco; and (viis, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) copies of the approvalsCode, waivers or consents called for by a “U.S. real property interest” within the meaning of Section 9.2(e897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), if any and as applicable. (b) At the Closing, SPAC Acquiror will deliver or cause to be delivered to the Companydelivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an executive officer of SPACAcquiror, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iiiii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC MergerCompany, effective as the Registration Rights Agreement, duly executed by a duly authorized representative of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment AgreementAcquiror; (iv) a copy of to the executed Company, the Lock-Up Agreement, duly executed by the holders a duly authorized representative of the SPAC Shares thereunder; andAcquiror; (v) a copy to the Company, the written resignations of all of the executed Registration Rights Agreementdirectors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors of Acquiror after the Effective Time, duly executed by in accordance with the holders provisions of Section 2.6 and Section 7.6), effective as of the SPAC Shares thereunderEffective Time. (c) At On the ClosingClosing Date, in accordance concurrently with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid amount of the SPAC Transaction Expenses as of immediately prior to the SPAC Merger Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds from funds, (i) all accrued Acquiror Transaction Expenses as set forth on a written statement to be delivered to the Trust AccountCompany not less than three (3) Business Days prior to the Closing Date, and (ii) all accrued and unpaid Company Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll. (d) At Immediately prior to the Closing, in accordance with the SPAC Financing Certificate, Holdco Company and the Company Stockholders party thereto shall repay enter into the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the loans may be converted into Holdco Ordinary Shares at the price of Ten Dollars ($10) per Holdco Ordinary Share. (e) At the Closing, subject Employee Transactions pursuant to the terms and conditions of this Agreement, Holdco shall issue to each holder of Company Shares such number of Holdco Class A Ordinary Shares as is set forth opposite such holder’s name on the Payment SpreadsheetShare Repurchase Agreements.

Closing Deliverables. (a) a. At or prior to the Closing, the Company will deliver Co-Investor Member shall deliver, or cause to be delivered to SPAC: (i) a certificate signed by an officer of the Companydelivered, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Warrant Assignment Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders thereunder and ▇▇▇▇▇▇; (v) a copy of the executed Registration Rights Agreement, duly executed by certain holders of the Company Shares thereunder and Holdco; and (vi) copies of the approvals, waivers or consents called for by Section 9.2(e), if any and as applicable. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC prior to the SPAC Merger, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Warrant Assignment Agreement; (iv) a copy of the executed Lock-Up Agreement, duly executed by the holders of the SPAC Shares thereunder; and (v) a copy of the executed Registration Rights Agreement, duly executed by the holders of the SPAC Shares thereunder. (c) At the Closing, in accordance with Section 7.1, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay the aggregate accrued and unpaid amount of Company Transaction Expenses as of immediately prior to the Company Merger Effective Time and the aggregate accrued and unpaid Intel Member (except as otherwise provided below): i. to Intel Member, an amount of the SPAC Transaction Expenses as of immediately prior equal to the SPAC Merger Effective Time, Closing Payment by wire transfer of immediately available funds to Intel Member’s designated account provided to Co-Investor Member no later than three (3) Business Days prior to the Closing; provided, however, that in no event may any such amounts be deposited in advance of the end of a Fiscal Quarter if the Closing is reasonably expected to occur in the following Fiscal Quarter; ii. to the Escrow Agent, an amount equal to the Escrow Amount, to be deposited into the Escrow Account pursuant to the Escrow Agreement; iii. a counterpart signature page to the LLC Agreement, duly executed by Co-Investor Member; iv. a counterpart signature page to the Escrow Agreement, duly executed by Co-Investor Member and the Escrow Agent; v. a valid IRS Form W-9 from Co-Investor Member; and vi. a certificate, dated as of the Trust AccountClosing Date and duly executed by an authorized Representative of Co-Investor Member, certifying the fulfillment of the matters set forth in Section 8.3(a) and Section 8.3(b). (d) b. At or prior to the Closing, in accordance with the SPAC Financing CertificateCompany shall deliver, Holdco shall repay or cause to be delivered, to Co-Investor Member and Intel Member: i. a counterpart signature page to the outstanding amount due under loans made LLC Agreement, duly executed by the Sponsor or any of its Affiliates to SPACCompany; ii. a certificate, or at the lender’s discretion, up to One Million Five Hundred Thousand Dollars ($1,500,000) dated as of the loans may be converted into Holdco Ordinary Shares at Closing Date and duly executed by an authorized Representative of the price Company certifying the Company’s fulfillment of Ten Dollars ($10the matters set forth in Section 8.2(d) per Holdco Ordinary Shareand Section 8.2(e); iii. a counterpart signature page to the Fab Availability Agreement, duly executed by the Company; iv. a counterpart signature page to the Administrative Services Agreement, duly executed by the Company; v. a counterpart signature page to the Risk of Loss Agreement, duly executed by the Company; and vi. record in its register of members Co-Investor Member as a Member of the Company and owner of the Co-Investor Member Units. (e) c. At or prior to the Closing, subject Intel Member shall deliver, or cause to be delivered, to the terms Company and conditions of this Co-Investor Member: i. a counterpart signature page to the LLC Agreement, Holdco shall issue duly executed by Intel Member; ii. a counterpart signature page to each holder the Fab Availability Agreement, duly executed by Intel Member; iii. a counterpart signature page to the Risk of Company Shares such number Loss Agreement, duly executed by Intel Member; iv. a counterpart signature page to the Administrative Services Agreement, duly executed by Intel Member; v. a counterpart signature page to the Escrow Agreement, duly executed by Intel Member and the Escrow Agent; d. a certificate, dated as of Holdco Class A Ordinary Shares as is the Closing Date and duly executed by an authorized Representative of Intel Member, certifying the fulfillment of the matters set forth opposite such holderin Section 8.2(a), Section 8.2(b), Section 8.2(f) and Section 8.2(g); and e. contemporaneously with Closing and following receipt of funds pursuant to Section 2.4(a)(i), an amount equal to the Arrangement Fee by wire transfer of immediately available funds to an Affiliate’s name on of Co-Investor Member designated account provided to Intel Member no later than three (3) Business Days prior to the Payment SpreadsheetClosing.