Common use of Escrow Funds Clause in Contracts

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release Date, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3. (vi) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Final Determination, disburse as directed or pursuant to Section 3(a)(iv), as the case may be, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (vii) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Final Determination, or Objection Notice, as applicable. (viii) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties and delivered to the Escrow Agent attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 below. In the event a Joint Release Instruction, Final Determination, or Objection Notice is delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized Individuals. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicable, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties.

Escrow Funds. The Parties shall act in accordance with, and the (a) Escrow Agent shall hold and release retain custody of the Escrow Funds as provided inand, except in accordance with this Section 3(a6, shall make no payments or other dispositions of the Escrow Funds from the Escrow Account unless and until it is authorized and directed to do so pursuant to instructions in writing duly executed by Purchaser and each Seller, including any necessary wire transfer or other instructions for payment (a “Joint Written Direction”). (b) as follows:Following delivery to Escrow Agent at any time and from time to time of a Joint Written Direction setting forth the amount of the payment to be made to Purchaser (the “Payment Amount”), Escrow Agent shall disburse to Purchaser from the Escrow Funds an amount in cash equal to the Payment Amount in accordance with the terms of such Joint Written Direction within three (3) calendar days of delivery of such Joint Written Direction. (c) On the date that is the twelve (12) month anniversary of the Closing Date, or if such date is not a Business Day, the first Business Day after such date (the “Release Date”), Escrow Agent shall automatically release from the Escrow Funds in the Escrow Account to Sellers an amount in cash equal to (i) Subject to Section 3(a)(ii), on the Escrow Amount minus (ii) the aggregate amount of payments made to Purchaser or any Purchaser Indemnified Party prior to the Release Date, minus (iii) the Escrow Agent shall promptly disburse the Escrow Funds aggregate Estimated Reserve Amounts of all Claims notified to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Sellers and Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if 5 that remain unresolved and unpaid prior to the disbursement of Release Date (each, an “Unresolved Claim”); provided, however, that if the foregoing formula produces zero or a negative number then no release from the Escrow Funds to Integral 1 Account shall be made pursuant to this Section 3(a)(i)6. (d) After the Release Date, both if an Unresolved Claim reaches a Final Determination, following delivery to Escrow Agent at any time and from time to time of a Joint Written Direction setting forth (A)(xi) Integral 1 provides a termination notice the Payment Amount required to Flybondi under be paid to Purchaser pursuant to such Final Determination in accordance with Section 6(b) above and (ii) the Business Combination Agreement other than amount (if any) by which the Estimated Reserve Amount exceeded the Payment Amount with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) such Claim (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts NoticeExcess Reserve Amount”), then upon receipt of Escrow Agent will disburse to Purchaser an amount equal to the Efforts NoticePayment Amount, Integral 1 shall, and shall release to Sellers an amount in cash equal to the Excess Reserve Amount (if it choosesany), within three (3) Business Days calendar days of delivery. (e) Promptly after receipt a Final Determination has occurred with respect to all Unresolved Claims and all Payment Amounts in respect of all such Efforts NoticeClaims shall have been paid in full, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of automatically release to Sellers the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3. (vi) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Final Determination, disburse as directed or pursuant to Section 3(a)(iv), as the case may be, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (vii) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Final Determination, or Objection Notice, as applicable. (viii) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any remaining Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties and delivered to the Escrow Agent attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 below. In the event a Joint Release Instruction, Final Determination, or Objection Notice is delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized Individuals. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicable, actually received and acknowledged by the Escrow AgentBalance. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties.

Escrow Funds. The Parties shall act in accordance with(a) As of the Closing Date, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release DateBuyer, the Escrow Agent and Seller shall promptly disburse execute and deliver the Escrow Funds to Integral 1. Agreement in substantially the form attached hereto as Exhibit B (ii) Pursuant to Section 11.12(b) of the Business Combination “Escrow Agreement”), after the Funding Party deposits the Escrow Funds and Buyer shall deposit with the Escrow Agent (a) an amount equal to the Indemnity Escrow Fund solely for the purpose of securing certain of the indemnification obligations set forth in ARTICLE X and ARTICLE XI of this Agreement and (b) an amount equal to the Purchase Price Escrow Fund solely for the purpose of securing certain adjustment payments set forth in Section 2.8 of this Agreement. The Escrow Funds shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Funds shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. (b) On (i) the second anniversary of the Closing Date (the “Initial Valuation Date”), (ii) at the election of Seller upon 75 days’ prior written notice to Buyer, the third anniversary of the Closing Date (the “Optional Valuation Date”), and (iii) at the election of the Seller upon 75 days’ prior written notice to Buyer, one of the fourth, fifth or sixth anniversaries of the Closing Date (as so elected, the “Final Valuation Date”, and each of the Initial Valuation Date, the Optional Valuation Date and the Final Valuation Date, a “Valuation Date”), an amount equal to (x) the aggregate amount of funds (if any) remaining in the Indemnity Escrow Fund as of such date, minus (y) the Fair Value of any amounts timely claimed pursuant to Section 2(a10.1 and/or ARTICLE XI and pending as of such date (determined in accordance with this Section 2.7(b)) but before shall be distributed from the Agreement End Date (as defined in the Business Combination AgreementIndemnity Escrow Fund and delivered to Seller; provided, that such amount shall not be reduced to an amount less than zero. For purposes of this Section 2.7(b), if the “Fair Value” of any claims pending as of any Valuation Date shall mean (i) with respect to PL Claims, the reasonably expected aggregate value of all such claims plus related legal fees and expenses (taking into account the number and types of claims in question, likelihood of settlement or trial verdict, identity of plaintiffs, severity of injuries and historical settlement values of similarly situated plaintiffs) as determined by a panel of arbitrators experienced in valuing claims of the type in question that is comprised of one representative designated by Buyer, one representative designated by Seller and one representative designated by Buyer’s and Seller’s respective representatives in accordance with the rules of American Arbitration Association, each of whom shall be an attorney, and (ii) with respect to all other claims, the aggregate amount of any claims pending as of such date (determined on the basis of the amounts set forth on the Third Party Claim Notices, Claim Notices and Tax Claim Notices relating thereto, in each case, delivered by Buyer). Buyer and Seller shall cause the arbitration panel to be determined at least sixty (60) days prior to the disbursement applicable Valuation Date and shall instruct such arbitration panel to make its determination of Fair Value prior to the Escrow Funds applicable Valuation Date. The arbitration panel shall be provided with reasonable access to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than Buyer and Seller and their respective counsel with respect to a termination pursuant to Section 13.1(e) the claims being valued and the Fair Value of such claims determined by the arbitration panel will be conclusive and binding upon the parties hereto and will constitute the “Fair Value” for the purposes hereof. The fees and expenses of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention arbitration panel with respect to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing Initial Valuation Date and the Final Valuation Date shall be paid one-half (as defined in the Business Combination Agreement1/2) in breach of the Business Combination Agreementby Buyer and one-half (1/2) by Seller, and (B) the Optional Valuation Date, to the extent applicable, shall be paid entirely by Seller. After the Final Valuation Date has occurred, concurrent with any payments to Seller made in connection therewith, an FB Party provides written notice amount equal to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts that which was attributed to reach the Closing clause (“Efforts Notice”), then upon receipt i) of the Efforts Notice, Integral 1 shall, if it chooses, within three definition of Fair Value as finally determined on the Final Valuation Date shall be released to Buyer (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement with any amounts remaining in the Indemnity Escrow Fund thereafter to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party be released in accordance with such Efforts Notice and to the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions extent of the arbitrator regarding final determination of each of: claim (Aor portion thereof) set forth in the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties applicable Third Party Claim Notices, Claim Notices and interest, if any, payable to the the Internal Revenue Service as a result Tax Claim Notices). Upon release of any unexcused late payment of amounts from the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment Indemnity Escrow Fund to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 Seller in accordance with this Section 2.7(b), all rights of Buyer with respect to such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all distributed portion of the Indemnity Escrow Funds to the FB Parties in accordance with such Final Determination Fund shall terminate. Buyer and the Seller shall deliver joint written instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint Release Instruction, disburse all to deliver to Seller or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3. (vi) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Final Determination, disburse as directed or pursuant to Section 3(a)(iv)Buyer, as the case may be, part or all, as the case may be, of the Escrow Funds (but only any amounts due to Seller pursuant to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (vii) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Final Determination, or Objection Notice, as applicable. (viii) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties and delivered to the Escrow Agent attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 below. In the event a Joint Release Instruction, Final Determination, or Objection Notice is delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized Individuals. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicable, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties2.7(b).

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a4(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release Date, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (which Landscape and the Company Partners’ Representative acknowledge and agree shall be provided by Landscape and the Company Partners’ Representative in accordance with Section 13.4(d), Section 13.5 or 13.6 of the Merger Agreement, as defined belowapplicable) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such a Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3Instruction. (viii) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two on the fifth (25th) Business Days after Day following receipt of such Final Determinationdetermination, disburse as directed or pursuant to Section 3(a)(iv), as the case may bedirected, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination; provided that notwithstanding anything in this Section 4(a)(ii) to the contrary, Landscape and the Company Partners’ Representative acknowledge and agree that this Section 4(a)(ii) shall not relieve Landscape or the Company Partners’ Representative of any of their respective rights or obligations under the Merger Agreement, including Section 13.3(c)(iii) and Section 13.4 thereof. The Escrow Agent will act on such Final Determination without further inquiry. (viiiii) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Instruction or Final Determination, or Objection Notice, as applicable. (viiiiv) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons set forth on Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-3 and delivered to the Escrow Agent either (i) by confirmed facsimile only at the fax number set forth in Section 11 below or (ii) attached to an e-mail received delivered on a Business Day from an to the e-mail address set forth in Section 10 11 below. In the event a Joint Release Instruction, Instruction or Final Determination, or Objection Notice Determination is delivered to the Escrow Agent, whether in writing, by telecopier facsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand in Exhibits A-1 and/or A-2 annexed hereto (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the a Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized IndividualsIndividual. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicableapplicable Party set forth on Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3 actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on . Notwithstanding the Escrow Funds shallforegoing, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, no changes or additions shall be paid made to the FB Partiespersons set forth on Exhibit A-1 without the written consent of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ San ▇▇▇▇▇▇.

Escrow Funds. The Parties At the Closing, Parent shall act in accordance with, and deduct from the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a) as follows: Total Consideration (i) Subject an amount in cash equal to the Adjustment Escrow Amount, which shall constitute partial security for the obligations set forth in Section 3(a)(ii1.8 (the “Adjustment Escrow Fund”), on the Escrow Release Date, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant an amount in cash equal to Section 11.12(b) the Indemnity Escrow Amount, which shall constitute partial security for the indemnification obligations of the Business Combination Agreement, after the Funding each Indemnifying Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before Article VIII (the Agreement End Date (as defined in the Business Combination Agreement“Indemnity Escrow Fund”), if prior and (iii) an amount in cash equal to the disbursement of Special Escrow Amount, which shall constitute partial security for the Escrow Funds to Integral 1 pursuant to indemnification claims under Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A8.2(a)(viii) (the “Objection Notice”) by 11:59 p.m. New York City time on Special Escrow Fund” and, together with the Business Day prior to Indemnity Escrow Fund and the Adjustment Escrow Release Date, then upon receipt of the Objection NoticeFund, the “Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts NoticeFunds”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement in each case to the FB Parties be delivered to at Closing and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received held by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3. (vi) Upon receipt by an “Escrow Agreement” in substantially the Escrow Agent of a copy of a Final Determination (form attached hereto as defined below) from any Exhibit A. Each Indemnifying Party, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Final Determination, disburse as directed or pursuant to Section 3(a)(iv), as the case may be, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (vii) All payments of any part ’s Pro Rata Portion of the Escrow Funds shall be made by wire transfer withheld from the Total Consideration otherwise payable to such Indemnifying Party on the Closing Date under Section 1.6(b) and/or 1.6(d). To the extent not reduced to satisfy the indemnification obligations of immediately available funds or check as set forth the Indemnifying Parties in the Joint Release Instruction, Final Determination, or Objection Notice, as applicable. (viii) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under accordance with the terms of this Agreement must be Article VIII, any remaining amounts in writing, executed by the appropriate Party Indemnity Escrow Fund or Parties and delivered to the Special Escrow Agent attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 below. In the event a Joint Release Instruction, Final Determination, or Objection Notice is delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent Fund shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized Individuals. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicable, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Indemnifying Parties in accordance with their respective Pro Rata Portions promptly following the date that is eighteen (18) months after the Closing Date (the “Indemnity Escrow Release Date”) or, in the case of amounts held back in respect of pending and unresolved claims as of the Indemnity Escrow Release Date, promptly following the final resolution of such claims to the extent in favor of the Indemnifying Parties, in each case in accordance with the terms of the Escrow Agreement and this Agreement. The Pro Rata Portions of the Indemnity Escrow Fund (if any) or the Special Escrow Fund (if any) payable pursuant this Section 1.7(b) to each former holder of a Vested Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Corporation’s (or Parent’s payroll, if the Surviving Corporation no longer exists or does not have a payroll system at the time of payment) promptly following the Indemnity Escrow Release Date, net of any applicable withholding Taxes pursuant to Section 1.9.

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a4(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release Date, the The Escrow Agent shall promptly disburse release the Escrow Funds from the Escrow Principal Account as follows: (A) from time to Integral 1time upon its receipt of a joint written notice from Authorized Representatives of both Parties in the form of ▇▇▇▇▇ ▇ (a “Joint Instruction”); (B) from time to time upon its receipt of a written instruction from an Authorized Representative of either Party given to effectuate a Final Determination; and (C) upon its receipt of a Joint Instruction or Final Determination on the first Business Day following the twenty-four (24) month anniversary after the date hereof (the “Escrow Expiration Date”). (ii) Pursuant to Section 11.12(b) of Notwithstanding the Business Combination Agreementforegoing, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after following the Escrow Agent’s receipt end of an Efforts Noticeeach calendar quarter, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse distribute all of Escrow Earnings accrued on the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is providedSellers, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on its standing instructions attached hereto as Schedule 2. On the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions date of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release final distribution of the Escrow Funds, the FB Parties and Integral 1 (Escrow Agent, pursuant to instructions contained within the Joint Instruction or Integral Sponsor LLCFinal Determination instructing such final distribution, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction shall distribute to the Sellers all Escrow Agent instructing Earnings earned during the release period beginning on the first day of the calendar quarter that includes the date of the final distribution of the Escrow Funds to and ends on the Sponsordate of the final distribution of the Escrow Funds. (viii) Upon receipt of a Joint Release Instruction (as defined below) with respect to The Buyer acknowledges it has no economic or other interest in the Escrow Funds, the Earnings. The Escrow Agent shall promptly, but in any event provide the Sellers with an account statement detailing the Escrow Earnings within two (2) 10 Business Days after receipt following the end of such Joint Release Instruction, disburse each calendar month until all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3are released. (viiv) Upon receipt by Prior to the Escrow Agent of a copy of a Final Determination (as defined below) Expiration Date, if the Buyer determines in good faith that it is entitled to payment from any Party, the Escrow Agent Funds in respect of an Escrow Claim, then the Buyer shall promptly, but in any event within two (2) Business Days after receipt deliver a written notice of such Final DeterminationEscrow Claim, disburse as directed or pursuant to Section 3(a)(iv), as which describes the case may be, part or all, as Escrow Claim in reasonable detail and indicates the case may be, specific amount of the requested distribution of the Escrow Funds (to the extent an amount is known or capable of being estimated) (a “Claim Notice”), to both the Sellers and the Escrow Agent. If the Sellers have not, within thirty (30) calendar days after the date of receipt by them from Buyer of such Claim Notice (such thirty calendar day period, the “Claim Period”), notified Buyer and the Escrow Agent in writing that the Sellers dispute, in whole or in part, the Escrow Claim described in such Claim Notice, then the Escrow Agent shall, after the expiration of the Claim Period, remit to Buyer from the Escrow Principal Account (but only to the extent funds are available in the Escrow FundsPrincipal Account) in accordance with the amount of such Final DeterminationEscrow Claim. The If the Sellers have, within the Claim Period, delivered written notice to Buyer and the Escrow Agent will act on that the Sellers dispute, in whole or in part, the Escrow Claim described in such Claim Notice, then the Escrow Agent shall not pay out from the Escrow Principal Account with respect to any disputed matters covered by such Claim Notice, until its receipt of either a Joint Release Instruction or a Final Determination without further inquiry(as set forth below), but the Escrow Agent shall pay out from the Escrow Principal Account with respect to any undisputed matters. (viiv) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Final Determination, or Objection Notice, as applicable. (viii) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms For purposes of this Agreement must be in writingAgreement, executed by the appropriate Party or Parties and delivered to the an Escrow Agent attached to an e-mail received on Claim is “pending” if a Business Day from an e-mail address set forth in Section 10 below. In the event a Joint Release Instruction, Final Determination, or Objection Claim Notice is has been delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back with a copy to the person or persons designated by each of Integral 1Sellers, on the one hand, and the FB Parties, on the other hand (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take at any action if it is only able to contact one of the Call Back Authorized Individuals. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicable, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned time before 11:59 PM Eastern Time on the Escrow Funds shall, after release Expiration Date and remains unresolved by either a Joint Release Instruction or a Final Determination (as defined below). An Escrow Claim will remain “pending” until it is resolved by either a Joint Release Instruction or a Final Determination. “Escrow Claim” means a claim by the Buyer for indemnification in accordance with the terms of Article XI of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB PartiesPurchase Agreement.

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a4(a) as follows: (i) Subject Immediately after the occurrence of the Effective Time pursuant to Section 3(a)(ii), on the Escrow Merger Agreement and upon receipt of a Joint Release DateInstruction stating the same, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Paying Agent pursuant to Section 2(a) but before the instructions set forth on Exhibit B; provided, however that if the Merger Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party is terminated in accordance with such Objection Notice Article VIII of the Merger Agreement and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do Effective Time does not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been renderedoccur, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with Parent following such Final Determination termination pursuant to a Joint Release Instruction and the instructions therein. set forth on Exhibit C. (ii) Notwithstanding the foregoing, if at any time, the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26Parties shall act in accordance with, 2024, but prior to the release of and the Escrow Funds, Agent shall have the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction right to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor.follows: (vA) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such a Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3Instruction. (viB) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two on the fifth (25th) Business Days after Day following receipt of such Final Determinationdetermination, disburse as directed or pursuant to Section 3(a)(iv), as the case may bedirected, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (viiC) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Instruction or Final Determination, or Objection Notice, as applicable. (viiiD) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons set forth on Exhibit A-1 and Exhibit A-2 and delivered to the Escrow Agent either (i) by confirmed facsimile only at the fax number set forth in Section 11 below (and receipt by the Escrow Agent confirmed) or (ii) attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 11 (and receipt by the Escrow Agent confirmed) below. In the event a Joint Release Instruction, Instruction or Final Determination, or Objection Notice Determination is delivered to the Escrow Agent, whether in writing, by telecopier facsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand in Exhibit A-1 and/or A-2 annexed hereto (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the a Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized IndividualsIndividual. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer representative of applicableapplicable Party set forth on Exhibit A-1 or Exhibit A-2, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties.

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a4(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release Date, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such a Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3Instruction. (viii) Upon If at any time either of the Parties receives a Final Determination (as defined herein), then upon receipt by the Escrow Agent of a copy of a such Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two (2A) promptly deliver a copy of such Final Determination to the other Party and (B) on the fifth (5th) Business Days after Day following receipt by the applicable Party from the Escrow Agent of such the Final Determination, disburse as directed or pursuant to Section 3(a)(iv)Purchaser and/or the Seller Representative, as the case may beapplicable, part or all, as the case may be, of the Escrow Funds (but only to the extent funds there are available in the Escrow Funds) in accordance with such Final Determination. The Subject to the terms of this Section 4(a), the Escrow Agent will act on such Final Determination without further inquiry. (viiiii) All payments of any part of the Escrow Funds to (i) the Purchaser or (ii) the Paying Agent (as defined in the Purchase Agreement) for further distribution to the Sellers, as the case may be, shall be made by wire transfer of immediately available funds or cashier’s check as set forth in the Joint Release Instruction, Instruction or Final Determination, or Objection Notice, as applicable. (viiiiv) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties and delivered to the Escrow Agent attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 below. In the event a Joint Release Instruction, Final Determination, or Objection Notice Instruction is delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to shall seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, in Exhibits A-1 and the FB Parties, on the other hand or A-2 annexed hereto (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the a Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized IndividualsIndividual. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicable, writing actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties.

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a4(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release Date, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”). If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such a Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction and the terms of this Section 3Instruction. (viii) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Party, the Escrow Agent shall promptly, but in any event within two on the fifth (25th) Business Days after Day following receipt of such Final Determinationdetermination, disburse as directed or pursuant to Section 3(a)(iv), as the case may bedirected, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (viiiii) Without limiting the generality of Section 4(a)(i) and (ii), (A) the Parties agree to deliver to the Escrow Agent, from time to time within three (3) Business Days after the determination of any of the Actual Working Capital, Actual Net Indebtedness and Actual Acquisition Expenses pursuant to Section 2.8 of the Purchase Agreement, a Joint Release Instruction as to the release and disposition of the applicable portion of the Adjustment Escrow Amount in accordance with Section 2.8(g) - (i) of the Purchase Agreement and (B) promptly following completion of payments pursuant to this Section 4(a)(iii), the Parties shall deliver a Joint Release Instruction to the Escrow Agent instructing the Escrow Agent to release any remaining amount in the Adjustment Escrow Account to Seller. (iv) Without limiting the generality of Section 4(a)(i) and (ii), in the event and to the extent that the Parties determine that any Purchaser Indemnified Party is entitled to any amount pursuant to Article IX of the Purchase Agreement, the Parties may deliver a Joint Release Instruction to the Escrow Agent requesting that the Escrow Agent distribute all or a portion of the Indemnity Escrow Amount to Purchaser in satisfaction of such claim. (v) Without limiting the generality of Section 4(a)(i) and (ii), the Parties agree to deliver to the Escrow Agent, on the third (3rd) Business Day following the Release Date, a Joint Release Instruction as to the release and Disposition of the Indemnity Escrow Amount, in an aggregate amount (the “Disbursement Amount”) equal to the remaining Indemnity Escrow Amount less amounts, if any, that are (x) subject to a pending Joint Release Instruction or Final Determination received by the Escrow Agent prior to the Release Date but not yet paid by the Escrow Agent or (y) the subject of any pending claim for indemnification by Purchaser set forth in a notice delivered to Seller in accordance with Sections 9.2 and 9.3 of the Purchase Agreement prior to the Release Date. (vi) All payments of any part of the Escrow Funds to (a) Purchaser or (b) the Seller, as the case may be, shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Instruction or Final Determination, or Objection Notice, as applicable. (viiivii) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons set forth on Exhibit A-1 and A-2 and delivered to the Escrow Agent either (i) by confirmed facsimile only at the fax number set forth in Section 11 below or (ii) attached to an e-mail received on a Business Day from an e-mail address set forth in Section 10 11 below. In the event a Joint Release Instruction, Instruction or Final Determination, or Objection Notice Determination is delivered to the Escrow Agent, whether in writing, by telecopier email or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, in Exhibits A‑1 and the FB Parties, on the other hand A‑2 annexed hereto (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone reached at a telephone number set forth in Exhibit A-1 or Exhibit A-2 purporting to be the Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized IndividualsIndividual associated with such telephone number. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicableapplicable Party set forth on Exhibit A-1 or Exhibit A-2, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties.

Escrow Funds. The Parties Company shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds related to a Purchaser as provided in, in this Section 3(a4(a) as follows: (i) Subject The Company agrees to Section 3(a)(ii), on the Escrow Release Date, direct the Escrow Agent shall promptly on the date hereof by Release Instruction, to disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement all of the Escrow Funds to Integral 1 the Company on the date hereof, pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides 2.1 of the Loan and Security Agreement. Upon receipt of a termination notice to Flybondi under the Business Combination Agreement other than Release Instruction with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection NoticeInitial Purchase Price, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Noticea Release Instruction, disburse all or part of the Initial Purchase Price in accordance with such Release Instruction. (ii) Following the Effective Date, upon receipt of one or more additional deposits from certain Additional Purchasers (any such additional deposit, an “Additional Deposit”), the Company agrees to direct the Escrow Agent, upon submission of a Release Instruction, pursuant to and in accordance with the Loan and Security Agreement, to disburse the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with Company. The Company shall notify the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actions it has taken that support its conclusion that it has undertaken commercially reasonable efforts to reach the Closing (“Notice of Disagreement”)Additional Deposit as soon as such amounts are known. If a Notice of Disagreement is not received by the Escrow Agent within five (5) Business Days after the Escrow Agent’s receipt of an Efforts Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the Funding Party in accordance with such Efforts Notice and the instructions therein. (iv) If a Notice of Disagreement is provided, Integral 1 and the FB Parties will have ten (10) Business Days to resolve the dispute, which will require at least two video conference calls between E▇▇▇▇▇▇ ▇▇▇▇ and P▇▇▇▇ ▇▇ if either such individual requests such video conference calls. If such dispute is not resolved during such ten (10) Business Day period, then the dispute (a “Contested Claim”) will be submitted to a third-party arbitrator, as selected pursuant to Section 9, who will have ten (10) Business Days to render a Final Determination, which will be final and binding on the Parties. The third-party arbitrator will be directed as part of its instructions to include in its Final Determination directions of the arbitrator regarding each of: (A) the identity of the prevailing party; (B) the payee of the Escrow Funds; (C) the payor of the obligation to pay penalties and interest, if any, payable to the the Internal Revenue Service as a result of any unexcused late payment of the excise tax; (D) the allocation of the legal fees, costs and expenses incurred by the parties; and (E) any adjustment to such penalty or interest from failure to comply timely with the provisions of Section 9. Such Final Determination will be provided to the Escrow Agent for release of the Escrow Funds no later than April 26, 2024. In the event that on or prior to April 26, 2024, the Final Determination has not been rendered, then the Escrow Agent shall not release the Escrow Funds to either Party until either a Final Determination or a Closing Notice has been provided to the Escrow Agent. During such period after April 26, 2024, Integral 1 may, at its option, pay to the Internal Revenue Service any excise tax liability owed by it. If a Final Determination is thereafter delivered to the Escrow Agent and Integral 1 is the prevailing party, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to Integral 1 in accordance with such Final Determination and the instructions therein. If a Final Determination is thereafter delivered to the Escrow Agent and the FB Parties are the prevailing parties, the Escrow Agent shall promptly, but in any event within two (2) Business Days thereafter, disburse all of the Escrow Funds to the FB Parties in accordance with such Final Determination and the instructions therein. Notwithstanding the foregoing, if the closing of the transactions contemplated by the Business Combination Agreement has occurred after April 26, 2024, but prior to the release of the Escrow Funds, the FB Parties and Integral 1 (or Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) agree to deliver a Joint Release Instruction to release the Escrow Funds as directed by Flybondi, unless the excise tax liability of Integral 1 has been paid on behalf of Integral 1 by the Sponsor, in which case the FB Parties and Integral 1 (or the Sponsor) will deliver a Joint Release Instruction to the Escrow Agent instructing the release of the Escrow Funds to the Sponsor. (v) Upon receipt of a Joint Release Instruction (as defined below) with respect to the Escrow Fundsany Additional Deposit, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint a Release Instruction, disburse all or part of the Escrow Funds Additional Deposit in accordance with such Joint Release Instruction and the terms of this Section 3Instruction. (viiii) Upon receipt by the Escrow Agent of a copy of a Final Determination (as defined below) from any Partythe Company, the Escrow Agent shall promptly, but in any event within two on the fifth (25th) Business Days after Day following receipt of such Final Determinationdetermination, disburse as directed or pursuant to Section 3(a)(iv), as the case may bedirected, part or all, as the case may be, of the applicable Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (viiiv) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in the Joint Release Instruction, Instruction or Final Determination, or Objection Notice, as applicable. (viii) . Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds on deposit in any the Escrow Account under the terms of this Agreement must be in writing, executed on behalf the Company by the appropriate Party or Parties a Representative as set forth on Exhibit A attached hereto, and delivered to the Escrow Agent attached as an attachment to an e-mail received on a Business Day from an sent to the e-mail address set forth in Section 10 below11 below (with receipt by the Escrow Agent confirmed). In the event a Joint Release Instruction, Final Determination, or Objection Notice any instruction is delivered to the Escrow Agent, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated by each of Integral 1, on the one hand, and the FB Parties, on the other hand Exhibit A annexed hereto (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the a Call Back Authorized Individuals. For the avoidance of doubt, the Escrow Agent shall use its commercially reasonable efforts to contact the Call Back Authorized Individuals from each of Integral 1 and the FB Parties and shall not take any action if it is only able to contact one of the Call Back Authorized IndividualsIndividual. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing, executed by an authorized signer of applicablea Representative, actually received and acknowledged by the Escrow Agent. (ix) Any interest earned on the Escrow Funds shall, after release of the Escrow Funds pursuant to this Section 3 and payment of fees and expenses of the Escrow Agent pursuant to Section 6, be paid to the FB Parties.