Common use of Transactions Clause in Contracts

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly Except for payments to the Designated Clients, IST will pay all of its client reserves existing as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth date hereof in Article 7 accordance with the (other than those conditions i) existing contracts between IST and its Clients, or if none (ii) any historical practice of IST that by their nature are has been consistently applied and documented; provided, that if E & R has not delivered to be satisfied at the Closing, it being understood that the occurrence IST as of the Closing shall remain subject to date hereof copies of all lead contracts between IST and/or EPMG (on the satisfaction or, if permissible, waiver of such conditions at one hand) and their clients (on the Closingother hand), a closing as well as documentation regarding IST's and/or EPMG's historical practice of the Transactions (the “Closing”) shall paying client reserves, then IST will not be held by electronic exchange of deliverables and release of signatures responsible for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth its failure to pay client reserves in Article 7. The date on accordance with any such contract or historical practice with which the Closing shall occur it is referred to herein as the “Closing Date”not aware. (b) Not later than one Business Day IST covenants and agrees that it will pay all accrued liabilities as of the date of Closing that are due and owing to employees, clients, customers, service providers and vendors arising from sales made prior to the Closing Datefor which payment has been received by EPMG prior to the Closing, SPAC shall complete the SPAC Continuation upon the terms excluding any accrued liabilities which are being contested by EPMG in good faith and accrued liabilities that are subject to offset. Concurrently with the conditions set forth in execution of this Agreement, IST and E & R shall jointly execute instruction letters to Zions National Bank and First Regional Bank regarding the payment of certain payables, including the amounts described in paragraphs 2(c)(ii) and 2(e). (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend EPMG is entitled to all revenues and restate the Company Articles benefits from all sales made by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately EPMG prior to the Amalgamation Effective Time with respect Settlement Date , including sales that, as of the Settlement Date , have been authorized, are in process, or are awaiting settlement under applicable credit card arrangements. If E & R or its affiliates receives the proceeds of any such sale, then E & R will immediately deliver such proceeds to which a holder IST. Similarly, if IST or its affiliates receives proceeds of SPAC Class A Common Shares has validly exercised sales by E & R (including its Redemption Rights (affiliates) after the “Redemption Shares”) shall be redeemed Settlement Date, then IST will immediately deliver such proceeds to E & R. In addition, E&R will reimburse EPMG for all EPMG expenses incurred in the ordinary course of business that accrue between the Settlement Date and the holder thereof shall be entitled date of Closing, unless EPMG is otherwise relieved of such liability. IST and E&R will work together in good faith to receive from SPACreconcile all sales and expense allocations prescribed by this paragraph, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall parties agree to cooperate to prepare a weekly reconciliation report and make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)any required refunds or reimbursements on a weekly basis. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly Accordingly, effective as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth Effective Time: (A) each such Assumed Warrant shall be exercisable solely for shares of GigCapital5 Common Stock; (B) the number of shares of GigCapital5 Common Stock subject to each Assumed Warrant shall be determined by multiplying the number of shares of Company Common Stock subject to such In-the-Money Company Warrant, as in Article 7 effect immediately prior to the Effective Time, by the Per Share Merger Consideration, and rounding the resulting number down to the nearest whole number of shares of GigCapital5 Common Stock; (other than those conditions that C) the per share exercise price for the GigCapital5 Common Stock issuable upon exercise of each Assumed Warrant shall be determined by their nature are to be satisfied at dividing the Closing, it being understood that per share exercise price for the occurrence shares of the Closing shall remain Company Common Stock subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiverIn-the-Money Company Warrant, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day effect immediately prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant by the Per Share Merger Consideration, and rounding the resulting exercise price up to the SPAC Continuation Articles nearest whole cent; and (D) the holder of each In-the-Money Company Warrant outstanding as of immediately prior to the Effective Time shall be entitled to the contingent right to receive a portion of the Merger Consideration Earnout Shares, if, as and when payable in accordance with the Plan provisions of ArrangementSection 3.07. Effective as of the Effective Time, each SPAC Class A Common Share issued and Company Warrant (other than any In-the-Money Company Warrant) that is outstanding immediately prior to the Amalgamation Effective Time Time, whether vested or unvested, shall, in accordance with respect to which a holder the provisions thereof (for the avoidance of SPAC Class A Common Shares has validly exercised its Redemption Rights (doubt, as may be amended following the “Redemption Shares”) date of this Agreement with the written approval of GigCapital5), be canceled without any conversion thereof and no payment or distribution shall be redeemed made, and the holder thereof shall be entitled cease to receive from SPAChave any rights, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after respect thereto. At or prior to the Amalgamation Effective Time, SPAC the parties and their boards, as applicable, shall make such cash payments in respect adopt any resolutions and take any actions that are necessary to effectuate the treatment of each such Redemption Share the Company Warrants (including by causing or entering into any amendments thereto) pursuant to the “SPAC Redemption”provisions of this Section 3.01(c). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableOn the Closing Date, but in no event later than three (3) Business Days after on the terms and subject to the satisfaction or, if permissible, or waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at this Agreement and in accordance with the ClosingDelaware Limited Liability Company Act, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions as amended (the “ClosingDLLCA”) and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), as applicable: (i) [Reserved]; (ii) at the Initial Effective Time, Stock Merger Sub shall be held merged with and into the Partnership (the “Initial LP Merger”), whereupon the separate limited liability company existence of Stock Merger Sub shall cease and the Partnership shall continue as the surviving limited partnership in the Initial LP Merger (“Initial LP Surviving Entity”) and as a result of the Initial LP Merger, including the effects described in Section 2.1, all limited partner interests in the Initial LP Surviving Entity shall be owned by electronic Frontier I and the Electing Unitholders. (iii) following the Initial Effective Time, pursuant to a contribution agreement reasonably satisfactory to Kick and the Partnership, Kick shall cause Frontier I to contribute the Contributed Units to OpCo, and in exchange therefor, OpCo shall issue to Frontier I a number of deliverables OpCo Units equal to the number of shares of Kick Common Stock issued in the Initial LP Merger and release the number of signatures shares required to be issued pursuant to Section 2.2(a) (for the purpose avoidance of confirming doubt, after taking into account the satisfaction orprovisions addressing the payment of cash in lieu of fractional shares pursuant to Section 2.2(a) and Section 2.4(i) (the “Contribution”). (iv) Immediately following the Contribution, if permissibleat the Subsequent Effective Time. (A) GP Merger Sub shall be merged with and into the General Partner (the “GP Merger”), waiver, whereupon the separate limited liability company existence of GP Merger Sub shall cease and the General Partner shall continue as the case may besurviving limited liability company in the GP Merger (the “GP Surviving Entity”) and as a direct wholly owned Subsidiary of OpCo; and (B) Unit Merger Sub shall be merged with and into the Initial LP Surviving Entity (the “Subsequent LP Merger” and, together with the Initial LP Merger, the “LP Mergers” and the LP Mergers, together with the GP Merger, the “Mergers”), whereupon the separate limited liability company existence of Unit Merger Sub shall cease and the Initial LP Surviving Entity shall continue as the surviving limited partnership in the Subsequent LP Merger (the “Subsequent LP Surviving Entity” and, together with the GP Surviving Entity, the “Surviving Entities” and each a “Surviving Entity”) and as a result of the conditions set forth Subsequent LP Merger, all limited partner interests in Article 7. The date on which the Closing Subsequent LP Surviving Entity shall occur is referred to herein as be owned directly by OpCo and all general partner interests in the “Closing Date”Subsequent LP Surviving Entity shall be owned directly by the GP Surviving Entity. (b) Not later than one Business Day prior to As soon as practicable on the Closing Date, SPAC the Partnership shall complete file with the SPAC Continuation upon Secretary of State of the terms State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Initial LP Certificate of Merger”), executed in accordance with, and subject containing such information as is required by, the relevant provisions of the DRULPA and the DLLCA in order to effect the conditions Initial LP Merger, and make any other filings or recordings as may be required by Delaware law in connection with the Initial LP Merger. The Initial LP Certificate of Merger shall become effective at the time of filing or at such later time as is agreed to by Kick and the Partnership and set forth in this Agreementthe Initial LP Certificate of Merger in accordance with the relevant provisions of the DLLCA and the DRULPA (such date and time is hereinafter referred to as the “Initial Effective Time”). (c) On As soon as practicable after the Closing DateInitial Effective Time and the Contribution, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company General Partner shall amend file with the Delaware Secretary of State a certificate of merger (the “GP Certificate of Merger”), executed in accordance with, and restate containing such information as is required by, the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance relevant provisions of the Company Convertible PIPE Preferred Shares; DLLCA in order to effect the GP Merger, and make any other filings or recordings as may be required by Delaware law in connection with the GP Merger, and (ii) Company SAFE Conversion; the Initial LP Surviving Entity shall file with the Delaware Secretary of State a certificate of merger (iii) the Company Preferred Conversion; (iv) “Subsequent LP Certificate of Merger” and, together with the PIPE Financing; (v) Initial LP Certificate of Merger and the SPAC Class B Conversion; (vi) GP Certificate of Merger, the SPAC Warrant Conversion; (vii) “Certificates of Merger”), executed in accordance with, and containing such information as is required by, the Amalgamation, including the adoption relevant provisions of the NewCo Closing Articles DRULPA and the new SPAC Closing Articles DLLCA in order to effect the Subsequent LP Merger, and make any other filings or recordings as may be required by Delaware law in connection with the Subsequent LP Merger. The GP Certificate of Merger and the Subsequent LP Certificate of Merger shall be filed with the Delaware Secretary of State simultaneously and the Subsequent LP Merger and the GP Merger shall become effective concurrently at the time of filing or at such later time as is agreed to by Kick and the Partnership and set forth in each of the GP Certificate of Merger and Subsequent LP Certificate of Merger in accordance with the relevant provisions of the DLLCA and the DRULPA (the occurrence of such event, being date and time is hereinafter referred to as the “Amalgamation Subsequent Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On The effects of the Closing DateMergers shall be as provided in this Agreement and in the applicable provisions of the DLLCA and the DRULPA. Without limiting the generality of the foregoing, following (i) at the Amalgamation Initial Effective Time, pursuant to all of the SPAC Continuation Articles property, rights, privileges, powers and franchises of the Partnership and Stock Merger Sub shall vest in accordance with the Plan Initial LP Surviving Entity, and all debts, liabilities and duties of Arrangementthe Partnership and Stock Merger Sub shall become the debts, each SPAC Class A Common Share issued liabilities and outstanding immediately prior to duties of the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (Initial LP Surviving Entity, all as provided under the “Redemption Shares”) shall be redeemed DRULPA and the holder thereof shall be entitled to receive from SPACDLLCA, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after (ii) at the Amalgamation Subsequent Effective Time, SPAC all of the property, rights, privileges, powers and franchises of the General Partner and GP Merger Sub shall make such cash payments vest in respect the GP Surviving Entity, and all debts, liabilities and duties of each such Redemption Share the General Partner and GP Merger Sub shall become the debts, liabilities and duties of the GP Surviving Entity, all as provided under the DLLCA, and (the “SPAC Redemption”). (eiii) On the Closing Date, at the Amalgamation Subsequent Effective Time, each officer all of the property, rights, privileges, powers and director franchises of SPAC immediately prior to the Amalgamation Effective Time Initial LP Surviving Entity and Unit Merger Sub shall resign vest in the Subsequent LP Surviving Entity, and be replaced by all debts, liabilities and duties of the Post-Closing Officers Initial LP Surviving Entity and DirectorsUnit Merger Sub shall become the debts, liabilities and duties of the Subsequent LP Surviving Entity, all as provided under the DRULPA and the DLLCA. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableThe Merger shall have been consummated, but in no event later than three (3) Business Days after or substantially simultaneously with the satisfaction or, if permissible, waiver initial borrowings of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at Revolving Loans under the ClosingAmended and Restated Credit Agreement, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth consummated in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and all material respects in accordance with the Plan terms of Arrangementthe Merger Agreement, each SPAC Class A Common Share issued and outstanding immediately prior without giving effect to any amendments, waivers or consents to the Amalgamation Merger Agreement by HMAN that are materially adverse to the interests of the Initial Revolving Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned; provided, that (a) any decrease in the aggregate merger consideration (x) of up to 10% shall not be materially adverse to the interests of the Initial Revolving Lenders in their capacities as such, (y) greater than 10% shall not be materially adverse to the interests of the Initial Revolving Lenders in their capacities as such so long as such decrease is allocated, to the extent reducing any merger consideration payable in cash, to reduce the Initial Term Loans (as defined in the Term Credit Agreement as in effect on the Amendment No. 2 Effective Time Date) ratably (or on a greater than pro rata basis) with the PIPE Investment, and (z) reducing only consideration payable in stock shall not be materially adverse to the interests of the Initial Revolving Lenders in their capacities as such, (b) any increase in the purchase price shall not be materially adverse to the Initial Revolving Lenders in their capacities as such so long as such increase is funded by amounts permitted to be drawn hereunder, any increase in the PIPE Investment and/or the proceeds of Qualified Capital Stock, (c) any amendment, waiver or consent to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Initial Revolving Lenders in their capacities as such, (d) other than with respect to which a holder the foregoing clause (c), the granting of SPAC Class A Common Shares has validly exercised its Redemption Rights (any consent or waiver under the “Redemption Shares”) Merger Agreement that is not materially adverse to the interests of the Initial Revolving Lenders in their capacities as such shall be redeemed not otherwise constitute an amendment or waiver, and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the granting of any consent or waiver under the Merger Agreement with respect to any condition to closing based on (i) Closing DateAvailable Proceeds (as defined in the Merger Agreement) in Section 7.1(e) of the Merger Agreement, at (ii) Cash and Cash Equivalents (as defined in the Amalgamation Effective TimeMerger Agreement) in Section 7.1(f) of the Merger Agreement, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the and/or (iii) Post-Closing Officers and DirectorsIndebtedness (as defined in the Merger Agreement) in Section 7.1(g) of the Merger Agreement, in each case, shall not be materially adverse to the interests of the Initial Revolving Lenders in their capacities as such. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing The following transactions shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below:have been consummated: ------------ (i) The Acquisition shall have been consummated, in all material respects in accordance with the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance terms of the Company Convertible PIPE Preferred Shares;Acquisition Documentation and all Requirements of Law for aggregate consideration not exceeding $810,000,000 (as adjusted pursuant to the Acquisition Agreement), and no material provision of the Acquisition Documentation shall have been amended, waived or otherwise modified without the prior written consent of the Syndication Agent. (ii) Company SAFE Conversion;The Excluded Assets shall have been transferred to, or retained by, the Sellers in accordance with the Acquisition Documentation and all Requirements of Law. (iii) The Fox River Indemnity Arrangements shall have been executed and delivered by the Company Preferred Conversion;parties thereto in accordance with the terms of the Acquisition Documentation and the Syndication Agent shall have received a letter from the Insurer that all conditions to the effectiveness of the AIG Credit Support (including the payment of the premium in respect thereof) shall have been satisfied. (iv) The employees of the PIPE Financing;Borrower shall have elected to transfer at least $105,000,000 to the ESOP Component pursuant to the ESOP Documentation and all Requirements of Law and no material provision of the ESOP Documentation shall have been amended, waived or otherwise modified without the prior written consent of the Syndication Agent, and the ESOP shall have contributed the proceeds of the ESOP Offering to Holdings and the ESOP Trust shall be the owner of 100% of the common stock of Holdings. (v) Holdings shall have entered into the SPAC Class B Conversion;Deferred Payment Obligation in accordance with the Acquisition Documentation. (vi) The Borrower shall have issued the SPAC Warrant Conversion;Seller Senior Subordinated Note in accordance therewith. (vii) The Syndication Agent shall have received satisfactory evidence that the Amalgamation, including fees and expenses to be incurred in connection with the adoption of the NewCo Closing Articles Acquisition and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation financing thereof shall become bound by the Lock-Up Agreementnot exceed $35,000,000. (dA) On The Syndication Agent shall have received satisfactory evidence that all existing Indebtedness of AWDGP and its Subsidiaries other than the Closing Date, following Permitted Existing Debt shall have been terminated and all amounts thereunder shall have been paid in full and (B) satisfactory arrangements shall have been made for the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and termination of all Liens granted in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)connection therewith. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableSubstantially concurrently with the initial funding of the Loans hereunder, the transactions contemplated by the Acquisition Agreement shall have been consummated in accordance with the terms of the Acquisition Agreement, but in no event later than three (3) Business Days after without giving effect to any amendments, waivers or consents by Holdings, the satisfaction or, if permissible, waiver Borrowers or any Affiliate thereof party thereto that are materially adverse to the interests of the conditions set forth Arrangers and their respective Affiliates that are party hereto as Lenders on the Closing Date in Article 7 (other than those conditions that by their nature are respective capacities as such without the consent of UBSS, in its capacity as an Arranger, such consent not to be satisfied at the Closingunreasonably withheld, delayed or conditioned (it being understood that (a) any decrease in the occurrence purchase price shall not be materially adverse to the interests of the Closing shall remain subject to the satisfaction or, if permissible, waiver Arrangers (or such Affiliates) so long as a portion of such conditions at decrease in the Closing)amount previously agreed to in writing by the Borrowers and UBSS, in its capacity as an Arranger, is allocated as follows: first, to reduce the Contributions to a closing percentage of not less than 40% of the Transactions Total Capitalization (provided that in no event shall the “Closing”) shall Equity Contribution be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, reduced to less than 25% of the conditions set forth in Article 7. The date Total Capitalization) and second, to reduce the Credit Facility and any Second Lien Facility on which the Closing shall occur is referred to herein as the “Closing Date”. a pro rata, dollar-for-dollar basis, (b) Not later than one Business Day prior any increase in the purchase price shall not be materially adverse to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. Arrangers (cor such Affiliates) On the Closing Date, so long as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: such increase is funded by (i) the Company shall amend and restate Equity Contribution (without reducing the Company Articles by adopting percentage otherwise required to be contributed pursuant to the Company A&R Articles to, among other things, create and authorize the issuance definition of the Company Convertible PIPE Preferred Shares; “Equity Contribution”) or (ii) Company SAFE Conversion; subject to the proviso of the second sentence of Section 5.11, the Revolving Facility in an amount not to exceed $10,000,000, (iiic) the Company Preferred Conversion; (iv) granting of any consent under the PIPE Financing; (v) Acquisition Agreement that is not materially adverse to the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption interests of the NewCo Closing Articles Arrangers (or such Affiliates) shall not otherwise constitute an amendment or waiver) and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant any modification to the SPAC Continuation Articles and definition of “Outside Date” in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior Acquisition Agreement shall not be materially adverse to the Amalgamation Effective Time with respect interests of the Arrangers (or such Affiliates) unless such modification extends such date beyond July 18, 2016. For the avoidance of doubt, any amendment, modification, waiver or consent to which a holder the definition of SPAC Class A Common Shares has validly exercised its Redemption Rights the term “Material Adverse Effect” (as defined in the “Redemption Shares”Acquisition Agreement) in the Acquisition Agreement shall be redeemed and the holder thereof shall deemed to be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior materially adverse to the Amalgamation Effective Time shall resign interests of the Arrangers and be replaced by the Post-Closing Officers and Directorstheir respective affiliates that are a party hereto as Lenders. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”) in the following sequence (and, unless provided herein to the contrary, no step or sub-step in the sequence shall commence until the immediately preceding step or sub-step has been completed in its entirety): (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day At or prior to the Closing DatePricing, SPAC the applicable parties shall complete have taken the SPAC Continuation upon the terms and subject to the conditions actions set forth in this Agreement. below (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below:or caused such actions to take place): (i) Pubco shall adopt and file with the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance Secretary of State of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) State of Delaware an amended and restated certificate of incorporation of Pubco, in the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles form attached hereto as Exhibit A (the occurrence “Amended and Restated Certificate of such event, being the “Amalgamation Effective TimeIncorporation”); and (viiiii) SPAC The Board shall adopt amended and each holder restated bylaws of SPAC Common Shares, SPAC Exchange Warrants Pubco in the form attached hereto as Exhibit B (the “Amended and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement.Restated Bylaws”); and (diii) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in In accordance with Section 4.1(b) of the Plan Amended and Restated Certificate of ArrangementIncorporation, each SPAC Class A Common Share all shares of common stock, par value $0.01 per share, of Pubco issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder filing of SPAC the Amended and Restated Certificate of Incorporation shall be recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class A Common Shares has validly exercised its Redemption Rights Stock, effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. (b) Following the Pricing and prior to the IPO Closing, the applicable parties shall take the actions set forth below (or cause such actions to take place): (i) If not completed prior to the Pricing, each of the Holdings Entities, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit C hereto (the “Redemption SharesInternal Restructurings”). (ii) Following the completion of the Internal Restructurings, each Holdings Entity shall effectuate the IPO Liquidating Distributions pursuant to an Assignment and Assumption Agreement in substantially the forms set forth on Exhibit D hereto, and shall provide to the Company and PubCo a final Schedule II hereto, setting forth (x) their members and the number of Original Units assigned to such members in the IPO Liquidating Distributions and (y) the assignees and the number of Original Units assigned to such assignees in the IPO Liquidating Distributions that are subject to redemption under the Pre-Reclassification Company LLC Agreement. (iii) Immediately following the IPO Liquidating Distributions, the Company shall effectuate the IPO Unit Redemption. (iv) The Company shall: (x) amend and restate its limited liability company agreement in the form attached hereto as Exhibit E (the “Post-Reclassification Company LLC Agreement”) to reclassify all Original Units outstanding as of immediately prior to the IPO Closing (but after giving effect to the IPO Unit Redemption) into a number of Common Units as set forth in the Post-Reclassification Company LLC Agreement, and pursuant to which, among other things, (I) Pubco shall become the sole managing member of the Company and (II) after giving effect to the reclassification described above and the Blocker Mergers described in Section 2.1(b)(v) below, each of the Persons listed on the Company Schedule of Members (such Persons, the “Post-Reclassification Company Members”) shall be redeemed admitted members of the Company and shall own the holder thereof number of Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Schedule of Members. (v) On or prior to the date hereof, the Company shall be entitled have formed each of the Blocker Merger Subs. Pursuant to receive from SPACthe master merger agreement, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the form attached hereto as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share Exhibit F (the “SPAC RedemptionMerger Agreement”), each Blocker Merger Sub shall merge with and into its respective Blocker Entity, with such Blocker Entity continuing as the surviving company of such merger and becoming a wholly-owned subsidiary of Pubco. At the effective time of the Blocker Merger Agreements, (x) the Company shall sell to Pubco, and Pubco shall repurchase from the Company, the one (1) share of Class A Common Stock it will then hold (after giving effect to the Reorganization Transactions described in the foregoing Section 2.1(a)(iii)) for $10, and such share shall be immediately cancelled, and (y) each Blocker Entity Shareholder shall receive the number of shares of Class A Common Stock equal to the number of Common Units owned by each such Blocker Entity, respectively, at the effective time of the Blocker Merger Agreements (the mergers described in this Section 2.1(b)(v), the “Blocker Mergers”). (vi) Pursuant to the Merger Agreement, (x) substantially concurrently following each Blocker Merger, the surviving Blocker Entity thereof shall merge with and into Pubco, with Pubco surviving each such merger (the “Pubco Mergers”) and (y) substantially concurrently following the Pubco Mergers, Flogistix Parallel Intermediate shall merge with and into Pubco, with Pubco surviving such merger. (vii) Pubco shall issue to each Post-Reclassification Company Member a number of shares of Class B Common Stock equal to the number of Common Units owned by each such Post-Reclassification Company Member after giving effect to the Reorganization Transactions described in the foregoing Sections 2.1(b)(i)-(vi). (viii) The Company, the Blocker Shareholders, Pubco and the Post-Reclassification Company Members shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit G. (ix) Pubco, the Blocker Shareholders and the applicable Post-Reclassification Company Members shall enter into a Stockholders Agreement in the form attached hereto as Exhibit H. (x) Pubco, the applicable Post-Reclassification Company Members (other than Pubco), and the Blocker Shareholders shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit I. (xi) Pubco will adopt a 2025 Equity and Incentive Plan substantially in the form attached hereto as Exhibit J, providing for the issuance of up to 6,000,000 shares of Class A Common Stock as further described in the Registration Statement, which plan has been approved by the board of directors of Pubco and by the Company as the sole stockholder of Pubco. (c) Immediately following the IPO Closing, Pubco shall acquire from the Company, at a price per Common Unit equal to the IPO Price Per Share (such that the Company shall economically bear the underwriting discount per share paid in the IPO Closing) an aggregate number of Common Units equal to the number of shares of Class A Common Stock sold in the IPO Closing; provided that for administrative convenience and subject to the following sentence, the net amount per Common Unit paid to the Company by Pubco shall be the Net IPO Price. The aggregate purchase price for such Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any IPO Offering Expenses. (d) If at any time following the IPO Closing the underwriters exercise their option to purchase additional shares of Class A Common Stock from Pubco, Pubco shall acquire from the Company, at a price per Common Unit equal to the IPO Price Per Share (such that the Company shall economically bear the underwriting discount per share paid with respect thereto), an aggregate number of additional Common Units equal to the number of additional shares of Class A Common Stock so purchased by the underwriters; provided that for administrative convenience and subject to the following sentence, the net amount per Common Unit paid to the Company by Pubco shall be the Net IPO Price. The aggregate purchase price for such Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any additional IPO Offering Expenses borne by Pubco and not otherwise reimbursed (whether pursuant to Section 2.1(c) or otherwise). (e) On At the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing DateClosing, the SPAC Common Shares shall trade on NASDAQCompany will pay the applicable amounts payable in connection with the IPO Unit Redemption.

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”) in the following sequence (and, unless provided herein to the contrary, no step or sub-step in the sequence shall commence until the immediately preceding step or sub-step has been completed in its entirety): (a) As promptly as practicableOn or prior to the Pricing, but in no event later than three the applicable parties shall have taken the actions set forth below (3or caused such actions to take place): (i) Business Days after Pubco shall adopt and file with the satisfaction or, if permissible, waiver Secretary of State of the State of Delaware an amended and restated certificate of incorporation of Pubco, in the form attached hereto as Exhibit [A] (the “Second Amended and Restated Certificate of Incorporation”). (ii) The Board shall adopt amended and restated by-laws of Pubco in the form attached hereto as Exhibit [B]. (iii) The persons identified on Schedule [I] hereto shall each (x) resign from Alclear Investments Stockholder and thereupon, in accordance with Section 18-604 of the Delaware Limited Liability Company Act, shall receive from Alclear Investments Stockholder membership interests in the Company representing the fair value of each resigning person’s interests in Alclear Investments Stockholder as of immediately prior to such resignation and (y) thereafter contribute to Alclear Investments II Stockholder such membership interests in the Company in exchange for interests in Alclear Investments II Stockholder. (b) Immediately following Pricing and prior to the Form 8-A Effective Time, the applicable parties shall take the actions set forth below (or cause such actions to take place): (i) To the extent not previously exercised, expired or terminated in accordance with their terms, (x) the holders of Company warrants identified under Section (A) of Schedule [II] hereto shall exercise all of their vested Company warrants for Class B Units (the “Exercising Warrant Holders”); (y) Pubco and the holders of unvested Company warrants identified under Section (B) of Schedule [II] hereto (the “Exchanging Warrant Holders”), shall exchange all such warrants for new Pubco warrants representing the right to receive a number of Class A Common Stock based on the Hypothetical Liquidation Value of the Units underlying such warrants, and on the same economic terms and subject to the same other terms and conditions as the Company warrants and (z) the warrants identified under Section (C) of Schedule [II] hereto shall continue to remain outstanding and remain exercisable into Class B Units in accordance with their terms (until such time as such warrants are exercisable by the holders thereof (the “Non-Exchanging Warrant Holders”) into Company Common Units in accordance with their Hypothetical Liquidation Value). (ii) If not completed prior to the Pricing, GA Collections and GA Collections 2, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit [C] hereto. (iii) The Company shall: (x) reclassify all Units outstanding or reserved for issuance, in each case, as of immediately prior to the Form 8-A Effective Time into the number of Company Common Units, in the aggregate, set forth on Schedule [III] hereto, which Schedule shall be based on such Units being reclassified into a number of Company Common Units (rounded up or down to the nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to ARTICLE VII of the Pre-Reclassification Company LLC Agreement had the Company been liquidated on the date of the Form 8-A Effective Time and gross proceeds from such liquidation been distributed to the members of the Company immediately prior to the Form 8-A Effective Time pursuant to ARTICLE VII of the Pre-Reclassification Company LLC Agreement in an aggregate amount equal to the total equity value of all Units immediately prior to the Form 8-A Effective Time that is implied by the IPO Price Per Share (with respect to each Unit, its “Hypothetical Liquidation Value”) and in a manner that optimizes the capital structure of the Company to facilitate the IPO, provided that any Company Common Units that were reclassified from unvested Profit Units will continue to be subject to vesting on the same terms as set forth in Article 7 the original award agreements under the MIP; (other than those conditions that by their nature are to be satisfied at y) amend and restate its limited liability company agreement in the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions form attached hereto as Exhibit [D] (the “ClosingPost-Reclassification Company LLC Agreement”) so that, among other things, (I) Pubco shall become the sole managing member of the Company and (II) after giving effect to the reclassification described in clause (iii)(x) above, each of the Persons listed on the Company Member Schedule shall be or become members of the Company and shall own the number of Company Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Member Schedule; and (z) as soon as reasonably practicable, provide written notice to each Post-Reclassification Company Member setting forth the Hypothetical Liquidation Value attributable to the Units previously held by electronic exchange thereby and the resulting number of deliverables Company Common Units then owned thereby. (iv) Pooling LLC shall: (x) reclassify (1) each Capital Unit and release Profit Unit (as each such term is defined in the Pooling LLC Agreement) outstanding as of signatures for the purpose Pricing into a number of confirming Pooling LLC Common Units equal to the satisfaction or, if permissible, waivernumber of Company Common Units into which such Capital Unit and Profit Unit (as each such term is defined in the Pooling LLC Agreement), as the case may be, shall be reclassified pursuant to Section 2.1(b)(iii), provided that all such Pooling LLC Common Units which result from the reclassification of the conditions set forth Profit Units in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and Pooling LLC that remained subject to the conditions set forth in this Agreement. (c) On the Closing Datecontractual vesting conditions, as set forth in the Plan award agreement under the MIP pursuant to which such interests were originally granted, will continue to be subject to the same vesting conditions; and (y) amend and restate its limited liability company agreement (the “Pooling LLC Agreement”). (v) All Company RSUs shall be substituted with restricted stock units for Class A Common Stock (“PubCo RSUs”) through (x) the cancellation by the Company of Arrangementall Company RSUs and (y) the grant by PubCo of PubCo RSUs subject to the same vesting terms as applied to the cancelled Company RSUs. PubCo shall provide written notice to each recipient of substituted PubCo RSUs setting forth the number of shares of Class A Common Stock subject to such PubCo RSUs. (vi) (x) Alclear Investments Stockholder shall make a capital contribution of [●] Company Common Units to Pubco in exchange for the issuance by Pubco of [●] shares of Class B Common Stock and (y) Alclear Investments II Stockholder shall make a capital contribution of [●] Company Common Units to Pubco in exchange for the issuance by Pubco of [●] shares of Class B Common Stock. (vii) Pooling LLC shall redeem all of its interests held by the persons identified on Schedule [IV] hereto in exchange for the number of Company Common Units identified on such Schedule [IV] hereto (the “Pooling Redemption”). (viii) Following the Pooling Redemption, Pooling LLC shall make a capital contribution of all of its Company Common Units to Pubco in exchange for the issuance by Pubco of [●] shares of Class A Common Stock; provided, that all shares of Class A Common Stock received in exchange for Unvested Company Common Units received in the reclassification described in clause (iii)(x) above shall remain subject to the same vesting conditions as were applicable to the interests in the Company from which such Unvested Company Common Units were reclassified, as set forth in the award agreement under the MIP pursuant to which such interests were originally granted. (ix) Immediately prior to the Form 8-A Effective Time, after giving effect to the reclassification described in clause (iii)(x) above, the Company and Pubco shall exchange all of the Company Common Units other than those held by the Post-Reclassification Company Members identified on Schedule [III] hereto for an equal number of Class A Common Stock; provided, that all shares of Class A Common Stock received in exchange for Unvested Company Common Units received in the reclassification described in clause (iii)(x) above shall remain subject to the same vesting conditions as were applicable to the interests in the Company from which such Unvested Company Common Units were reclassified, as set forth in the award agreement under the MIP pursuant to which such interests were originally granted. (x) The Company shall sell to Pubco, and Pubco shall repurchase from the Company, all of the Company’s outstanding shares of common stock in Pubco for $100 (prior to giving effect to the Blocker Merger Agreements, the Class C Subscription Agreements and the Class D Subscription Agreements). (xi) On or prior to the date hereof, the Company shall have formed each of the Blocker Merger Subs. Pursuant to merger agreements, each in the form attached hereto as Exhibit [E] (the “Blocker Merger Agreements”), each Blocker Merger Sub shall merge with and into its respective Blocker Entity simultaneously, with such Blocker Entity continuing as the surviving company of such merger and becoming a wholly-owned subsidiary of Pubco, and the owners of each Blocker Entity shall receive the number of shares of Class A Common Stock equal to the number of Company Common Units set forth opposite such Blocker Entity’s name on the Company Member Schedule (the mergers described in this Section 2.1(b)(xi), the “Blocker Mergers”). (xii) Substantially concurrently following each Blocker Merger, the surviving Blocker Entity thereof shall occur merge into Pubco sequentially in the order described on Schedule [V] hereto, with Pubco surviving each such merger. (xiii) Immediately following each Blocker Mergers, as a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, each holder of Company Common Units after the consummation of transactions contemplated by clauses (vii), (ix) and (x) (the “Post-Reclassification Company Members” (other than Pubco, Alclear Investments Stockholder and Alclear Investments II Stockholder) shall enter into a Subscription Agreement in the form attached hereto as Exhibit [F] (collectively, the “Class C Subscription Agreements”), whereby such Post-Reclassification Company Member (each, a “Class C Subscriber”) shall subscribe for, and Pubco shall issue to each such Class C Subscriber upon a cash payment therefor in an amount equal to $0.00001 par value per share, the number of shares of Class C Common Stock (the “Class C Shares”) equal to the number of Company Common Units set forth below:opposite such Post-Reclassification Company Member’s name on the Company Member Schedule. (ixiv) Immediately following the Blocker Mergers, as a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, Alclear Investments Stockholder and Alclear Investments II Stockholder shall each enter into a Subscription Agreement in the form attached hereto as Exhibit [G] (the “Class D Subscription Agreements”), whereby Alclear Investments Stockholder and Alclear Investments II Stockholder shall subscribe for, and Pubco shall issue to Alclear Investments Stockholder and Alclear Investments II Stockholder upon a cash payment therefor in an amount equal to $0.00001 par value per share, the number of shares of Class D Common Stock (the “Class D Shares”) equal to the number of Company Common Units set forth opposite Alclear Investments Stockholder’s and Alclear Investments II Stockholder’s respective name on the Company Member Schedule. (xv) As a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, each of the Post-Reclassification Company Members shall enter into an Exchange Agreement with the Company and Pubco in the form attached hereto as Exhibit [H] (the “Exchange Agreement”), whereby each such Post-Reclassification Company Member shall be permitted to exchange with Pubco its Company Common Units and shares of Class C Common Stock or Class D Common Stock, as the case may be, for shares of Class A Common Stock or Class B Common Stock, as applicable. (xvi) As a condition to entering into the Exchange Agreement, Pubco and the Post-Reclassification Company Members shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit [I]. (xvii) The Company shall amend and restate the MIP in the form attached hereto as Exhibit [J]. (xviii) Pubco, the Post-Reclassification Company Articles by adopting Members (other than Pubco), Alclear Investments Stockholder and Alclear Investments II Stockholder shall enter into a Registration Rights Agreement in the Company A&R Articles to, among other things, create and authorize form attached hereto as Exhibit [K]. (xix) Pooling LLC shall make a distribution to the issuance remaining Pooling Members of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC shares of Class B Conversion; (vi) the SPAC Warrant Conversion; A Common Stock issued to Pooling LLC pursuant to clause (vii) above; provided, that any such shares of Class A Common Stock which resulted from the Amalgamationreclassification of Profit Units that, including prior to the adoption of Pricing, remained subject to the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued contractual vesting terms pursuant to the Amalgamation original award agreement with respect to such Profit Units will continue to be subject to the same vesting conditions. (c) Immediately following the IPO Closing, Pubco shall become bound acquire from the Company, at a price per Company Common Unit equal to the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid in the IPO Closing with respect to the Offering Amount) an aggregate number of Company Common Units equal to the number of shares of Class A Common Stock so purchased in the IPO Closing; provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the Lock-Up Agreementamount of any IPO Offering Expenses borne by Pubco and not otherwise reimbursed. (d) On the Closing Date, If at any time following the Amalgamation Effective Time, pursuant IPO Closing the underwriters exercise their option to the SPAC Continuation Articles and in accordance with the Plan purchase additional shares of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior Stock from Pubco, Pubco shall acquire from the Company, at a price per Company Common Unit equal to the Amalgamation Effective Time IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid with respect thereto), an aggregate number of additional Company Common Units equal to which a holder the number of SPAC additional shares of Class A Common Shares has validly exercised its Redemption Rights (Stock so purchased by the “Redemption Shares”) underwriters; provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be redeemed the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any additional IPO Offering Expenses borne by Pubco and the holder thereof shall be entitled not otherwise reimbursed (whether pursuant to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”Section 2.1(c) or otherwise). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (As a condition to its willingness to enter into the Merger Agreement, each of Katapult, ▇▇▇▇▇’s and CCFI has required that Hawthorn, and as an inducement and in consideration therefor, Hawthorn has agreed to, enter into this letter agreement. Katapult and ▇▇▇▇▇▇▇▇ hereby irrevocably take the following actions, each to be effective immediately prior to the ▇▇▇▇▇’s MIP Exchange, in connection with the transactions contemplated by the Merger Agreement, including the Mergers: a) As promptly Hawthorn hereby sells to Katapult all 65,000 shares of Katapult Preferred Stock issued to Hawthorn pursuant to the Investment Agreements (collectively, the “Outstanding Preferred Shares”), and all such shares of Katapult Preferred Stock shall be deemed automatically repurchased by Katapult, effective immediately prior to the ▇▇▇▇▇’s MIP Exchange and without the further action of Katapult, Hawthorn or any other person, at a price per share of Katapult Preferred Stock equal to the “Liquidation Preference” (as practicabledefined in the Preferred Stock Certificates of Designations) of such share of Katapult Preferred Stock at the “Close of Business” on the “Business Day” (as each such term is defined in the Preferred Stock Certificates of Designations) immediately preceding the ▇▇▇▇▇’s MIP Exchange, plus any accrued and unpaid “Regular Dividends” (as defined in the Preferred Stock Certificates of Designations) thereon, to, but excluding, the “Business Day” (as defined in no event later than three the Preferred Stock Certificates of Designations) immediately preceding the ▇▇▇▇▇’s MIP Exchange (3but only to the extent such accumulated and unpaid Regular Dividends are not included in such Liquidation Preference) Business Days after (such aggregate purchase price for the satisfaction Outstanding Preferred Shares, the “Aggregate Conversion Amount”), which purchase price shall be payable by the issuance of a new debt instrument with an initial principal amount equal to the Aggregate Conversion Amount by Katapult Intermediate Holdings III LLC, or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction oragreement of the parties hereto, if permissibleone of its Subsidiaries, waiver of which debt instrument shall be evidenced by the Debt Instrument attached hereto as Exhibit A (together with any such conditions at the Closingchanges as Hawthorn, CCFI, ▇▇▇▇▇’s and Katapult may mutually agree to), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiversuch that, as of immediately prior to the case may be▇▇▇▇▇’s MIP Exchange, Katapult has no issued or outstanding shares of the conditions set forth in Article 7Katapult Preferred Stock. The date on which the Closing shall occur is transactions described in this Section 1(a) are referred to herein as the “Closing DateKatapult Preferred Stock Exchange”. (b) Not later than one Business Day Hawthorn hereby exercises the Katapult Private Warrants on a cashless basis in full for shares of Katapult Common Stock, and Katapult hereby irrevocably commits to issuing such shares of Katapult Common Stock, in each case effective immediately prior to the ▇▇▇▇▇’s MIP Exchange, such that, as of immediately prior to the ▇▇▇▇▇’s MIP Exchange, no Katapult Private Warrants are outstanding. c) Notwithstanding anything therein to the contrary and automatically without any further action by any party hereto, the Director Nomination Agreement is hereby terminated, effective as of immediately prior to the ▇▇▇▇▇’s MIP Exchange, and thereafter shall have no further force or effect. Katapult and Hawthorn hereby irrevocably waive any and all conditions to such termination, whether express or implied. d) In the event the Merger Agreement is terminated prior to the consummation of the Mergers, this letter agreement shall be void and of no further force or effect, provided such termination will not relieve any party hereto for any breach prior to such termination of any agreement, covenant, obligation or other provision contained herein or contemplated hereby. e) Each of Katapult and ▇▇▇▇▇▇▇▇ shall take all such actions necessary to complete the actions described in ‎a), ‎b) and ‎c), at or prior to the Closing Date, SPAC shall complete the SPAC Continuation upon pursuant to the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Merger Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (aA) As promptly as practicableThe Administrative Agent shall receive, but in no event later than three (3) Business Days after substantially concurrently with the satisfaction or, if permissible, waiver of the other conditions precedent set forth in Article 7 (other than those conditions that by their nature are this subsection 6.1, evidence, in form and substance reasonably satisfactory to be satisfied at the Closingit, it being understood that the occurrence Parent Borrower shall have (i) consummated the transactions contemplated by the Notes Offering Documents and (ii) received gross cash proceeds from the issuance of New Notes in an aggregate amount of $2,800,000,000 and (B) the Parent Borrower shall have delivered to the trustee pursuant to the New Notes Indentures governing subordinated indebtedness of the Closing Parent Borrower a writing (a copy of which shall remain subject be furnished to the satisfaction orAdministrative Agent and be in form and substance reasonably satisfactory to it) to the effect that the holders of senior indebtedness pursuant to this Agreement are being designated in writing by the Parent Borrower to such trustee as Senior Indebtedness the holders of which shall be required to consent to any amendment to Article XIV and Article XV, if permissibleor the definitions related thereto, waiver in the applicable New Notes that adversely affects the rights of the holders of Senior Indebtedness then outstanding (which designation in writing shall meet the applicable requirements contained in Section 902 of the applicable New Notes Indenture and (C) the Administrative Agent, on behalf of the Lenders, shall have received an Officer’s Certificate (as defined in the applicable New Notes), in form and substance reasonably satisfactory to the Administrative Agent, to the effect that the Incurrence of Indebtedness (each as defined in the applicable New Notes Indenture) on the Closing Date pursuant to this Agreement does not (and that the incurrence of the entire committed amount hereunder on the Closing Date would not) violate the covenant contained in Section 407 of the applicable New Notes Indenture , and a copy of such conditions at certificate shall be delivered to the Closing), a closing trustee of the Transactions applicable New Notes. (the “Closing”ii) The Administrative Agent shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming receive, substantially concurrently with the satisfaction or, if permissible, waiver, as the case may be, of the other conditions precedent set forth in Article 7. The date on which this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that the Closing Parent Borrower shall occur is referred to herein as have obtained the “Closing Date”ABL Facility. (biii) Not later than The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that the Parent Borrower or its Subsidiaries or Affiliates shall have (i) consummated the U.S. Securitization and (ii) received gross cash proceeds from the issuance of securities thereunder in an aggregate amount of $4,267,629,130. (iv) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that one Business Day or more of the Foreign Subsidiaries and/or other Affiliates of the Parent Borrower shall have (i) consummated the Foreign Fleet Bridge Financing and (ii) received gross cash proceeds from loans or the issuance of securities thereunder in an aggregate amount of $1,780,639,366. (v) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that the Parent Borrower shall have consummated the Tender Offers that expire on or prior to the Closing Date. (vi) The Administrative Agent shall receive, SPAC shall complete substantially concurrently with the SPAC Continuation upon satisfaction of the terms and subject to the other conditions precedent set forth in this Agreementsubsection 6.1, evidence in form and substance reasonably satisfactory to it that the Parent Borrower has caused its Subsidiaries to make the intercompany loans, repayments and transfers specified on Schedule 6.1(d) (the “Intercompany Transactions”). (cvii) On the Closing Date, as set forth in the Plan Administrative Agent shall have received true and correct copies of Arrangementthe New Notes Indentures, the following shall occur in ABL Facility Documents, the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant Special Purpose Financing Documents relating to the Amalgamation shall become bound U.S. Securitization and all Intercompany Transaction Documents, certified as such by the Lock-Up Agreementan appropriate officer of CCMGC. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. If the Company or any Guarantor (ai) As promptly as practicableconsummates any Equity Offering, but in no event later than three (3ii) Business Days after the satisfaction orborrows, if permissible, waiver of the conditions set forth in Article 7 issues or otherwise incurs any Indebtedness for money borrowed (other than those conditions that Excluded Debt), or (iii) sells or licenses any Intellectual Property in a transaction outside the ordinary course of business, in each case on or after the date hereof, the Company will apply an amount equal to the cash proceeds therefrom (net of any underwriting discount, OID, initial purchasers’ discount, private placement fees, upfront fees, commitment fees and legal expenses incurred in connection therewith) as follows: (1) first, to repurchase the Notes owned (beneficially or of record) by their nature are to be satisfied at the Closing, it being understood that the occurrence CPP Investments within five Business Days of the Closing shall remain subject to the satisfaction or, if permissible, waiver receipt of such conditions cash proceeds, at a purchase price payable in cash equal to 100% of the Closingprincipal amount of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date, plus the Applicable Premium (if the Applicable Premium is greater than zero), a closing until $70.0 million in aggregate principal amount of Notes owned by CPP Investments have been redeemed (pursuant to any redemption provision of this Indenture) or repurchased on or after the Transactions date hereof (the “Closing”and, for avoidance of doubt, this clause (1) shall be held of no further force or effect at any time after $70.0 million in aggregate principal amount of Notes owned by electronic exchange CPP Investments have been so redeemed or repurchased); and (2) second, 50% of deliverables the remaining amount will be applied to redeem the Notes pursuant to Section 4.22(c) at a redemption price payable in cash equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and release unpaid interest to, but excluding the Redemption Date, plus the Applicable Premium (if the Applicable Premium is greater than zero), and 50% of signatures the remaining amount may be used by the Company for any purpose and in any manner not otherwise prohibited by this Indenture. Notwithstanding the purpose of confirming the satisfaction orforegoing, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles offers to repurchase Notes owned by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued CPP Investments pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. clause (d1) On the Closing Dateabove but CPP Investments declines to consummate such repurchase for any reason, following the Amalgamation Effective Time, or if CPP Investments declines any redemption pursuant to the SPAC Continuation Articles and in accordance with the Plan Section 4.22(c), then for purposes of Arrangementclause (1) above, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) such repurchase or redemption shall be redeemed and the holder thereof shall be entitled deemed to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)have been made. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”): (a) As promptly as practicableOn or prior to the Pricing, but in no event later than three the applicable parties shall take the actions set forth below (3or cause such actions to take place): (i) Business Days after Pubco shall adopt and file with the satisfaction or, if permissible, waiver Secretary of State of the conditions set forth State of Delaware an amended and restated certificate of incorporation of Pubco, in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions form attached hereto as Exhibit A (the “ClosingAmended and Restated Certificate of Incorporation”). (ii) The Board shall be held by electronic exchange adopt amended and restated by‑laws of deliverables and release of signatures for Pubco in the purpose of confirming the satisfaction or, if permissible, waiver, form attached hereto as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”.Exhibit B. (b) Not later than one Business Day Immediately following Pricing and prior to the Closing DateForm 8-A Effective Time, SPAC the applicable parties shall complete take the SPAC Continuation upon the terms and subject to the conditions actions set forth in this Agreement. below (cor cause such actions to take place) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) GA Collections, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit C hereto. (ii) As a condition to the Mergers (as defined below), Pubco, the Blockers and certain of the Post-Reorg Company Members (other than Pubco) shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”). (iii) The Company shall sell to Pubco, and Pubco shall repurchase from the Company, all of the Company’s outstanding shares of Class A Common Stock for $100. ix (iv) Immediately following the transaction set forth in Section 2.1(b)(iii) above, pursuant to a Merger Agreements each in the form attached hereto as Exhibit E (the “Merger Agreement 1”) and Exhibit F (the “Merger Agreement 2”), Merger Sub 1 and Merger Sub 2 shall simultaneously merge with and into GA Blocker and GAPCO Blocker respectively, with GA Blocker and GAPCO Blocker surviving the mergers, and pursuant to which GA AIV-1 and GAPCO AIV shall each receive shares of Class A Common Stock and the right to receive payments under the Tax Receivable Agreement (the mergers described in this clause (b)(iv), the “Blocker Mergers”). (v) Immediately following the Blocker Mergers, GA Blocker and GAPCO Blocker shall each merge with and into Pubco sequentially, with Pubco surviving each merger (the mergers described in clause (b)(iv) and this clause (b)(v), the “Mergers”). (vi) As a condition to receiving Company Common Units in the reclassification described in clause (viii)(x) below, each of the Post-Reorg Company Members (other than Pubco) shall enter into a Subscription Agreement in the form attached hereto as Exhibit G (the “Subscription Agreement”), whereby such Post-Reorg Company Member (each, a “Class B Subscriber”) shall subscribe for, and Pubco shall issue to each such Class B Subscriber upon payment therefor, the number of shares of Class B Common Stock equal to the number of Company Common Units set forth opposite such Post-Reorg Company Member’s name on the Company Member Schedule. (vii) As a condition to receiving Company Common Units in the reclassification described in clause (viii)(x) below, each of the Post-Reorg Company Members (other than Pubco) shall enter into an Exchange Agreement with the Company and Pubco in the form attached hereto as Exhibit H (the “Exchange Agreement”), whereby each such Post-Reorg Company Member shall be permitted to exchange with Pubco its Company Common Units and shares of Class B Common Stock, for shares of Class A Common Stock or cash, at Pubco’s option, as the managing member of the Company. (viii) The Company shall: (x) amend and restate its limited liability company agreement in the form attached hereto as Exhibit I (the “Company Articles by adopting the Company A&R Articles toLLC Agreement”) so that, among other things, create (I) all Class A Units, Class B Units, Class C Units and authorize Class D Units outstanding as of immediately following Pricing shall be reclassified into the issuance number of Company Common Units (rounded up or down to the nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to Section 6.4(b) of the Existing Company LLC Agreement had the Company been liquidated on the date of the Pricing and gross proceeds from such liquidation been distributed to the members of the Company Convertible PIPE Preferred Shares; immediately following Pricing pursuant to Section 6.4(b) of the Existing Company LLC Agreement in an aggregate amount equal to the total equity value of all Class A Units, Class B Units, Class C Units and Class D Units immediately following Pricing that is implied by the IPO Price Per Share (iiwith x respect to each Class A Unit, Class B Unit, Class C Unit and Class D Unit, its “Hypothetical Liquidation Value”), as set forth on Exhibit A to the Company LLC Agreement; provided that certain of such Company Common Units will continue to be subject to vesting on terms set forth in the Management Holdco Equity Agreements pursuant to which such units were originally granted (as amended); (II) Pubco shall become the sole managing member of the Company SAFE Conversion; and (III) after giving effect to the reclassification described in clause (I) above and the contribution and exchange described in clause (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamationbelow, including the adoption each of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights Persons (the “Redemption SharesPost-Reorg Company Members”) listed on the Register of Members (as such term is defined in the Company LLC Agreement) (the “Company Member Schedule”) shall be redeemed or become members of the Company and shall own the number of Company Common Units set forth opposite such Post-Reorg Company Member’s name on the Company Member Schedule; and (y) as soon as reasonably practicable, provide written notice to each Post-Reorg Company Member setting forth the Hypothetical Liquidation Value attributable to the Class A Units, Class B Units, Class C Units and Class D Units previously held thereby and the holder thereof resulting number of Company Common Units then owned thereby. (ix) Pubco and the GA Company Holders shall be entitled to receive from SPAC, enter into a Stockholders Agreement in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the form attached hereto as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share Exhibit J (the “SPAC RedemptionStockholders Agreement”). (ex) On Pubco, the Closing DateGA Company Holders, at EWC Holdings and the Amalgamation Effective Time, each officer and director of SPAC immediately prior to other parties thereto shall enter into the Amalgamation Effective Time shall resign and be replaced by Registration Rights Agreement in the Post-Closing Officers and Directorsform attached hereto as Exhibit K (the “Registration Rights Agreement”). (fxi) On Management Holdco shall reclassify each Class A Unit, Class B Unit, Class C Unit and Class D Unit (as such terms are defined in the Closing DateManagement Holdco LLC Agreement) outstanding as of the Pricing into a number of Management Holdco Common Units equal to the number of Company Common Units into which such Class A Units, SPAC Class B Units, Class C Units and Class D Units shall be renamed reclassified pursuant to a name selected by Section 2.1(b)(viii), provided that all such Management Holdco Common Units which result from the Companyreclassification of Class B Units in Management Holdco that remained subject to contractual vesting conditions, as set forth in the Management Holdco Equity Agreement pursuant to which such interests were originally granted (as amended), will continue to be subject to the same vesting conditions. (gxii) On or The Company and the Management Holdco Partners shall enter into a limited liability company agreement in the form attached hereto as soon as practicable Exhibit L (the “Management Holdco LLC Agreement”) so that, among other things, (I) each of the Management Holdco Partners shall own the number of Management Holdco Common Units set forth opposite such Management Holdco Partner’s name on the schedule set forth therein and (II) at any time after the Closing Datedate of the Exchange Agreement, subject to certain restrictions (including any transfer restrictions set forth in the Management Holdco Equity Agreements), each Management Holdco Partner can elect to (A) cause Management Holdco to xi distribute the vested Company Common Units indirectly owned by such Management Holdco Partner to such Management Holdco Partner (along with the corresponding shares of Class B Common Stock held indirectly by such Management Holdco Partner) in redemption of its corresponding Management Holdco Common Units, (B) exchange such Company Common Units and corresponding shares of Class B Common Stock for shares of Class A Common Stock or cash, at Pubco’s option, as the managing member of the Company, and (C) if such Management Holdco Partner receives shares of Class A Common Stock, transfer such shares of Class A Common Stock. (xiii) Pursuant to an Exchange and Redemption Agreement in the form attached hereto as Exhibit M (the “Exchange and Redemption Agreement”), Management Holdco shall distribute a number of Company Common Units, along with their corresponding Class B Common Stock, to certain members of Management Holdco who held Class C Units in the Company before the recapitalization in Section 2.1(b)(viii) (such members, the SPAC “Former Class C Unitholders”) in redemption of a corresponding number of Management Holdco Common Shares Units. (c) Immediately following the IPO Closing, the applicable parties shall trade take the actions set forth below (or cause such actions to take place): (i) Pubco shall acquire a number of Company Common Units (rounded up or down to the nearest whole number) equal to the quotient of (A) the Primary Amount divided by (B) the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid in the IPO Closing with respect to the Primary Amount); provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any IPO Offering Expenses borne by Pubco and not otherwise reimbursed. (ii) Using a portion of the proceeds from the IPO, (1) pursuant to a Purchase Agreement in the form attached hereto as Exhibit N (the “Class C Purchase Agreement”), the Company shall purchase from each of the Former Class C Unitholders the number of Company Common Units and shares of Class B Common Stock listed opposite their respective names on NASDAQSchedule I thereto for an aggregate price of $20,000,000, which shares of Class B Common Stock shall thereafter be automatically cancelled and cease to exist and (2) pursuant to a Purchase Agreement in the form attached hereto as Exhibit O (the “Company Holder Purchase Agreement”), Pubco shall purchase from each of the GA Company Holders and the other Persons party thereto the number of Company Common Units and shares of Class B Common Stock listed opposite their respective names on Schedule I thereto at a price of the Discounted Price per Company Common Unit.

Transactions. (As a condition to its willingness to enter into the Merger Agreement, each of Katapult, A▇▇▇▇’s and CCFI has required that Hawthorn, and as an inducement and in consideration therefor, Hawthorn has agreed to, enter into this letter agreement. Katapult and H▇▇▇▇▇▇▇ hereby irrevocably take the following actions, each to be effective immediately prior to the A▇▇▇▇’s MIP Exchange, in connection with the transactions contemplated by the Merger Agreement, including the Mergers: a) As promptly Hawthorn hereby sells to Katapult all 65,000 shares of Katapult Preferred Stock issued to Hawthorn pursuant to the Investment Agreements (collectively, the “Outstanding Preferred Shares”), and all such shares of Katapult Preferred Stock shall be deemed automatically repurchased by Katapult, effective immediately prior to the A▇▇▇▇’s MIP Exchange and without the further action of Katapult, Hawthorn or any other person, at a price per share of Katapult Preferred Stock equal to the “Liquidation Preference” (as practicabledefined in the Preferred Stock Certificates of Designations) of such share of Katapult Preferred Stock at the “Close of Business” on the “Business Day” (as each such term is defined in the Preferred Stock Certificates of Designations) immediately preceding the A▇▇▇▇’s MIP Exchange, plus any accrued and unpaid “Regular Dividends” (as defined in the Preferred Stock Certificates of Designations) thereon, to, but excluding, the “Business Day” (as defined in no event later than three the Preferred Stock Certificates of Designations) immediately preceding the A▇▇▇▇’s MIP Exchange (3but only to the extent such accumulated and unpaid Regular Dividends are not included in such Liquidation Preference) Business Days after (such aggregate purchase price for the satisfaction Outstanding Preferred Shares, the “Aggregate Conversion Amount”), which purchase price shall be payable by the issuance of a new debt instrument with an initial principal amount equal to the Aggregate Conversion Amount by Katapult Intermediate Holdings III LLC, or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction oragreement of the parties hereto, if permissibleone of its Subsidiaries, waiver of which debt instrument shall be evidenced by the Debt Instrument attached hereto as Exhibit A (together with any such conditions at the Closingchanges as Hawthorn, CCFI, A▇▇▇▇’s and Katapult may mutually agree to), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiversuch that, as of immediately prior to the case may beA▇▇▇▇’s MIP Exchange, Katapult has no issued or outstanding shares of the conditions set forth in Article 7Katapult Preferred Stock. The date on which the Closing shall occur is transactions described in this Section 1(a) are referred to herein as the “Closing DateKatapult Preferred Stock Exchange”. (b) Not later than one Business Day Hawthorn hereby exercises the Katapult Private Warrants on a cashless basis in full for shares of Katapult Common Stock, and Katapult hereby irrevocably commits to issuing such shares of Katapult Common Stock, in each case effective immediately prior to the A▇▇▇▇’s MIP Exchange, such that, as of immediately prior to the A▇▇▇▇’s MIP Exchange, no Katapult Private Warrants are outstanding. c) Notwithstanding anything therein to the contrary and automatically without any further action by any party hereto, the Director Nomination Agreement is hereby terminated, effective as of immediately prior to the A▇▇▇▇’s MIP Exchange, and thereafter shall have no further force or effect. Katapult and Hawthorn hereby irrevocably waive any and all conditions to such termination, whether express or implied. d) In the event the Merger Agreement is terminated prior to the consummation of the Mergers, this letter agreement shall be void and of no further force or effect, provided such termination will not relieve any party hereto for any breach prior to such termination of any agreement, covenant, obligation or other provision contained herein or contemplated hereby. e) Each of Katapult and H▇▇▇▇▇▇▇ shall take all such actions necessary to complete the actions described in ‎a), ‎b) and ‎c), at or prior to the Closing Date, SPAC shall complete the SPAC Continuation upon pursuant to the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Merger Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon Upon the terms and subject to the conditions set forth in of this Agreement. (c) On , at the Closing DateClosing, as set forth in the Plan of ArrangementLTBM, the following shall LTBM Trustees, JHM and the JHM Trustees hereby irrevocably commit to cause the Separation Transactions to occur in the order set forth belowsuch that: (i) the Company shall amend LTBM Trustees (or a special purpose company or companies wholly owned by the LTBM Trustees) will own, directly or indirectly, the LTBM Option Shares, the LTBM Released Shares, the LTBM Released Proceeds, the LTBM Beachcave Receivables and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance shares of the Company Convertible PIPE Preferred Sharesother companies identified on Exhibit A as being owned, directly or indirectly by the LTBM Trustees after the Separation Date; (ii) Company SAFE ConversionFloscule and certain of its Affiliates will cease to exist and will consequently cease to own, directly or indirectly, the LTBM Option Shares, the LTBM Released Shares, the LTBM Released Proceeds, the Disappearing Companies (except Emmet), and the LTBM Beachcave Receivables; (iii) Emmet will be liquidated and consequently the Company Preferred Conversion;LTBM Trustees will cease to own, directly or indirectly, the LTBM Emmet Shares; and (iv) the PIPE Financing;JHM Trustees and ▇▇▇▇ Teyssonniere de Gramont (or an Affiliate or special purpose company or companies wholly owned by them) will own, directly or indirectly, all of the assets of the Disappearing Companies other than those listed at clause (i) above. The parties hereto acknowledge and agree that (x) the Separation Transactions cannot occur at the Closing as a result of statutory notice and other requirements in certain of the jurisdictions in which the Separation Transactions must occur and (y) on and after the Closing, (I) none of them will take any action that could reasonably be construed as intended to hinder, delay or otherwise adversely affect the prompt completion of the Separation Transactions or to cause them to have consequences other than as set forth on EXHIBIT A; (II) each of them will use best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law to cause the Separation Transactions to occur as soon as is possible, consistent with the objectives of the Separation Transactions, which shall include completion of those objectives in as tax-efficient a manner for LTBM, the LTBM Trustees, JHM and the JHM Trustees as possible; and (III) each of them will consult with, circulate drafts of documents related to the Separation Transactions to, and take into account the reasonable comments of, the other parties. (vb) Upon the SPAC Class B Conversion; (vi) terms and subject to the SPAC Warrant Conversion; (vii) conditions of this Agreement, at the AmalgamationClosing, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued JHM Option shall continue in effect pursuant to the Amalgamation provisions of Section 2.02 hereof. (c) Upon the terms and subject to the conditions of this Agreement, at the Closing, the parties hereto shall become bound by cause Floscule to make, or cause an Affiliate of Floscule to make, a payment to the Lock-Up AgreementLTBM Trustees in an amount equal to the LTBM Closing Date Payment. (d) On Upon the Closing Date, following the Amalgamation Effective Time, pursuant terms and subject to the SPAC Continuation Articles conditions of this Agreement, effective at the Closing, the parties hereto shall cause Floscule to sell, at any time and from time to time until the date of completion of the Separation Transactions, in accordance with the Plan provisions of ArrangementSection 2.03(e), each SPAC Class A Common Share issued all or any portion of the LTBM Released Shares and outstanding immediately prior to pay the net proceeds of such sales to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of LTBM Trustees; PROVIDED that each such Redemption Share (sale is subject to applicable Company black-out periods, any contractual lock-up arrangement previously granted in connection with the “SPAC Redemption”)sale of LTBM Disposed Shares and applicable law. (e) On The transactions contemplated by this Section 2.01 are hereinafter called the Closing Date, at the Amalgamation Effective Time, "TRANSACTIONS" and each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directorsa "TRANSACTION". (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions set forth herein: (a) As promptly as practicableNotwithstanding anything to the contrary contained in the Existing Credit Agreement or any other Loan Document, but (i) the requirements contained in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver Sections 2.12 of the conditions set forth in Article 7 (other than those conditions that by their nature are Existing Credit Agreement for the distribution to be satisfied at each Lender of its Pro Rata Share of the Closing, it being understood that the occurrence prepayments of the Closing shall remain subject Date Term Loans contemplated hereby are waived solely to the satisfaction orextent such prepayments are applied to effect the Amendment No. 2 Refinancing, if permissible, waiver of such conditions at (ii) the Closing), a closing prepayment of the Transactions Second Out Term Loans in full in connection with the Amendment No. 2 Refinancing is permitted, (iii) the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, incurrence of the conditions set forth 2025 Incremental Term Loans in Article 7excess of the Free and Clear Incremental Amount as of the Amendment No. The date on which 2 Effective Date is permitted and (iv) the Closing shall occur establishment of the 2025 Incremental Term Loan Facility is referred to herein as permitted without complying with or satisfying the “Closing Date”.ROFO Provision in Section 2.14(3)(b) of the Existing Credit Agreement; (b) Not later than one Business Day Notwithstanding anything contained in the Existing Credit Agreement or any other Loan Document, all accrued and unpaid interest owing by the Borrower immediately prior to the Closing Amendment No. 2 Effective Date, SPAC which date shall complete be deemed to be an Interest Payment Date, under the SPAC Continuation upon Existing Credit Agreement with respect to (i) the terms Closing Date Term Loans (other than Prepaid Closing Date Term Loans) shall be deemed have been paid in-kind and subject to capitalized on such Loans on the conditions set forth Amendment No. 2 Effective Date and (ii) the Prepaid Closing Date Term Loans and Second Out Term Loans shall be paid in this Agreement.cash on the Amendment No. 2 Effective Date, concurrently with the Amendment No. 2 Refinancing; (c) On the Closing Date, as set forth Notwithstanding anything contained in the Plan of ArrangementExisting Credit Agreement or any other Loan Document, the following shall occur in Prepaid Closing Date Term Lenders hereby agree that the order set forth below: (i) Prepayment Premium payable with respect to a prepayment of any Prepaid Closing Date Term Loans held by the Company shall amend and restate Prepaid Closing Date Term Lenders on the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance Amendment No. 2 Effective Date as a result of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption Amendment No. 2 Refinancing shall be [***]% of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence aggregate principal amount of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound Prepaid Closing Date Term Loans held by the Lock-Up Agreement.Prepaid Closing Date Term Lenders; (d) On Each 2025 Incremental Term Loan Lender set forth on Schedule 2.01B attached hereto under the Closing heading “2025 Incremental Term Loan Commitments” severally, but not jointly, agrees to make to the Borrower, on the Amendment No. 2 Effective Date, following 2025 Incremental Term Loans denominated in Dollars in an aggregate principal amount not to exceed the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights amount set forth opposite such 2025 Increment Term Loan Lender’s name on Schedule 2.01B attached hereto (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled commitment to receive from SPACfund such amount, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e2025 Incremental Term Loan Commitment” of such 2025 Incremental Term Loan Lender) On on the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.Amendment No. 2

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”) in the following sequence (and, unless provided herein to the contrary, no step or sub-step in the sequence shall commence until the immediately preceding step or sub-step has been completed in its entirety): (a) As promptly as practicableOn or prior to the Pricing, but in no event later than three the applicable parties shall have taken the actions set forth below (3or caused such actions to take place): (i) Business Days after Pubco shall adopt and file with the satisfaction or, if permissible, waiver Secretary of State of the State of Delaware an amended and restated certificate of incorporation of Pubco, in the form attached hereto as Exhibit A (the “Second Amended and Restated Certificate of Incorporation”). (ii) The Board shall adopt amended and restated by-laws of Pubco in the form attached hereto as Exhibit B. (iii) The persons identified on Schedule I hereto shall each (x) resign from Alclear Investments Stockholder and thereupon, in accordance with Section 18-604 of the Delaware Limited Liability Company Act, shall receive from Alclear Investments Stockholder membership interests in the Company representing the fair value of each resigning person’s interests in Alclear Investments Stockholder as of immediately prior to such resignation and (y) thereafter contribute to Alclear Investments II Stockholder such membership interests in the Company in exchange for interests in Alclear Investments II Stockholder. (b) Immediately following Pricing and prior to the Form 8-A Effective Time, the applicable parties shall take the actions set forth below (or cause such actions to take place): (i) To the extent not previously exercised, expired or terminated in accordance with their terms, (x) the holders of Company warrants identified under Section (A) of Schedule II hereto shall exercise all of their vested Company warrants for Class B Units (the “Exercising Warrant Holders”); (y) Pubco and the holders of unvested Company warrants identified under Section (B) of Schedule II hereto (the “Exchanging Warrant Holders”), shall exchange all such warrants for new Pubco warrants representing the right to receive a number of Class A Common Stock based on the Hypothetical Liquidation Value of the Units underlying such warrants, and on the same economic terms and subject to the same other terms and conditions as the Company warrants and (z) the warrants identified under Section (C) of Schedule II hereto shall continue to remain outstanding and remain exercisable into Class B Units in accordance with their terms (until such time as such warrants are exercisable by the holders thereof (the “Non-Exchanging Warrant Holders”) into Company Common Units in accordance with their Hypothetical Liquidation Value). (ii) If not completed prior to the Pricing, GA Collections and GA Collections 2, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit C hereto. (iii) The Company shall: (x) reclassify all Units outstanding or reserved for issuance, in each case, as of immediately prior to the Form 8-A Effective Time into the number of Company Common Units, in the aggregate, set forth on Schedule III hereto, which Schedule shall be based on such Units being reclassified into a number of Company Common Units (rounded up or down to the nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to ARTICLE VII of the Pre-Reclassification Company LLC Agreement had the Company been liquidated on the date of the Form 8-A Effective Time and gross proceeds from such liquidation been distributed to the members of the Company immediately prior to the Form 8-A Effective Time pursuant to ARTICLE VII of the Pre-Reclassification Company LLC Agreement in an aggregate amount equal to the total equity value of all Units immediately prior to the Form 8-A Effective Time that is implied by the IPO Price Per Share (with respect to each Unit, its “Hypothetical Liquidation Value”) and in a manner that optimizes the capital structure of the Company to facilitate the IPO, provided that any Company Common Units that were reclassified from unvested Profit Units will continue to be subject to vesting on the same terms as set forth in Article 7 the original award agreements under the MIP; (other than those conditions that by their nature are to be satisfied at y) amend and restate its limited liability company agreement in the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions form attached hereto as Exhibit D (the “ClosingPost-Reclassification Company LLC Agreement”) so that, among other things, (I) Pubco shall become the sole managing member of the Company and (II) after giving effect to the reclassification described in clause (iii)(x) above, each of the Persons listed on the Company Member Schedule shall be or become members of the Company and shall own the number of Company Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Member Schedule; and (z) as soon as reasonably practicable, provide written notice to each Post-Reclassification Company Member setting forth the Hypothetical Liquidation Value attributable to the Units previously held by electronic exchange thereby and the resulting number of deliverables Company Common Units then owned thereby. (iv) Pooling LLC shall reclassify each Capital Unit and release Profit Unit (as each such term is defined in the Pooling LLC Agreement) outstanding as of signatures for the purpose Pricing into a number of confirming Pooling LLC Common Units equal to the satisfaction or, if permissible, waivernumber of Company Common Units into which such Capital Unit and Profit Unit (as each such term is defined in the Pooling LLC Agreement), as the case may be, shall be reclassified pursuant to Section 2.1(b)(iii), provided that all such Pooling LLC Common Units which result from the reclassification of the conditions set forth Profit Units in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and Pooling LLC that remained subject to the conditions set forth in this Agreement. (c) On the Closing Datecontractual vesting conditions, as set forth in the Plan of Arrangementaward agreement under the MIP pursuant to which such interests were originally granted, will continue to be subject to the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing;same vesting conditions. (v) All Company RSUs shall be substituted with restricted stock units for Class A Common Stock (“PubCo RSUs”) through (x) the SPAC cancellation by the Company of all Company RSUs and (y) the grant by PubCo of PubCo RSUs subject to the same vesting terms as applied to the cancelled Company RSUs. PubCo shall provide written notice to each recipient of substituted PubCo RSUs setting forth the number of shares of Class B Conversion;A Common Stock subject to such PubCo RSUs. (vi) (x) Alclear Investments Stockholder shall make a capital contribution of 851,787 Company Common Units to Pubco in exchange for the SPAC Warrant Conversion;issuance by Pubco of 851,787 shares of Class B Common Stock and (y) Alclear Investments II Stockholder shall make a capital contribution of 190,447 Company Common Units to Pubco in exchange for the issuance by Pubco of 190,447 shares of Class B Common Stock. (vii) the Amalgamation, including the adoption Pooling LLC shall redeem all of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound its interests held by the Lock-Up Agreement. (d) On persons identified on Schedule IV hereto in exchange for the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan number of Arrangement, each SPAC Class A Company Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights Units identified on such Schedule IV hereto (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Pooling Redemption”). (eviii) On Following the Closing DatePooling Redemption, at Pooling LLC shall make a capital contribution of all of its Company Common Units to Pubco in exchange for the Amalgamation issuance by Pubco of an equal number of shares of Class A Common Stock; provided, that all shares of Class A Common Stock received in exchange for Unvested Company Common Units received in the reclassification described in clause (iii)(x) above shall remain subject to the same vesting conditions as were applicable to the interests in the Company from which such Unvested Company Common Units were reclassified, as set forth in the award agreement under the MIP pursuant to which such interests were originally granted. (ix) Immediately prior to the Form 8-A Effective Time, each officer after giving effect to the reclassification described in clause (iii)(x) above, the Company and director Pubco shall exchange all of SPAC immediately the Company Common Units other than those held by the persons identified on Schedule V hereto for an equal number of Class A Common Stock; provided, that all shares of Class A Common Stock received in exchange for Unvested Company Common Units received in the reclassification described in clause (iii)(x) above shall remain subject to the same vesting conditions as were applicable to the interests in the Company from which such Unvested Company Common Units were reclassified, as set forth in the award agreement under the MIP pursuant to which such interests were originally granted. (x) The Company shall sell to Pubco, and Pubco shall repurchase from the Company, all of the Company’s outstanding shares of common stock in Pubco for $100 (prior to giving effect to the Blocker Merger Agreements, the Class C Subscription Agreements and the Class D Subscription Agreements). (xi) On or prior to the Amalgamation Effective Time date hereof, the Company shall resign have formed each of the Blocker Merger Subs. Pursuant to merger agreements, each in the form attached hereto as Exhibit E (the “Blocker Merger Agreements”), each Blocker Merger Sub shall merge with and be replaced into its respective Blocker Entity simultaneously, with such Blocker Entity continuing as the surviving company of such merger and becoming a wholly-owned subsidiary of Pubco, and the owners of each Blocker Entity shall receive the number of shares of Class A Common Stock equal to the number of Company Common Units set forth opposite such Blocker Entity’s name on the Company Member Schedule (the mergers described in this Section 2.1(b)(xi), the “Blocker Mergers”). (xii) Substantially concurrently following each Blocker Merger, the surviving Blocker Entity thereof shall merge into Pubco sequentially in the order described on Schedule VI hereto, with Pubco surviving each such merger. (xiii) Immediately following the Blocker Mergers, as a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, each holder of Company Common Units after the consummation of transactions contemplated by clauses (vii)-(xii) (the “Post-Reclassification Company Members”) other than Pubco, Alclear Investments Stockholder and Alclear Investments II Stockholder shall enter into a Subscription Agreement in the form attached hereto as Exhibit F (collectively, the “Class C Subscription Agreements”), whereby such Post-Reclassification Company Member (each, a “Class C Subscriber”) shall subscribe for, and Pubco shall issue to each such Class C Subscriber upon a cash payment therefor in an amount equal to $0.00001 par value per share, the number of shares of Class C Common Stock (the “Class C Shares”) equal to the number of Company Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Member Schedule. (xiv) Immediately following the Blocker Mergers, as a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, Alclear Investments Stockholder and Alclear Investments II Stockholder shall each enter into a Subscription Agreement in the form attached hereto as Exhibit G (the “Class D Subscription Agreements”), whereby Alclear Investments Stockholder and Alclear Investments II Stockholder shall subscribe for, and Pubco shall issue to Alclear Investments Stockholder and Alclear Investments II Stockholder upon a cash payment therefor in an amount equal to $0.00001 par value per share, the number of shares of Class D Common Stock (the “Class D Shares”) equal to the number of Company Common Units set forth opposite Alclear Investments Stockholder’s and Alclear Investments II Stockholder’s respective name on the Company Member Schedule. (xv) As a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, each of the Post-Closing Officers Reclassification Company Members shall enter into an Exchange Agreement with the Company and DirectorsPubco in the form attached hereto as Exhibit H (the “Exchange Agreement”), whereby each such Post-Reclassification Company Member shall be permitted to exchange with Pubco its Company Common Units and shares of Class C Common Stock or Class D Common Stock, as the case may be, for shares of Class A Common Stock or Class B Common Stock, as applicable. (fxvi) On As a condition to entering into the Closing DateExchange Agreement, SPAC Pubco and the Post-Reclassification Company Members shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit I. (xvii) The Company shall amend the MIP as set forth on Exhibit J. (xviii) Pubco, the Post-Reclassification Company Members (other than Pubco), Alclear Investments Stockholder and Alclear Investments II Stockholder shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit K. (xix) Pooling LLC shall make a distribution to the remaining Pooling Members of the shares of Class A Common Stock issued to Pooling LLC pursuant to clause (vii) above; provided, that any such shares of Class A Common Stock which resulted from the reclassification of Profit Units that, prior to the Pricing, remained subject to the contractual vesting terms pursuant to the original award agreement with respect to such Profit Units will continue to be renamed subject to a name selected by the Companysame vesting conditions. (gc) On or as soon as practicable after Immediately following the IPO Closing, Pubco shall acquire from the Company, at a price per Company Common Unit equal to the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid in the IPO Closing Datewith respect to the Offering Amount) an aggregate number of Company Common Units equal to the number of shares of Class A Common Stock so purchased in the IPO Closing; provided that for administrative convenience and subject to the following sentence, the SPAC net amount per Company Common Shares Unit paid to the Company by Pubco shall trade on NASDAQbe the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any IPO Offering Expenses borne by Pubco and not otherwise reimbursed. (d) If at any time following the IPO Closing the underwriters exercise their option to purchase additional shares of Class A Common Stock from Pubco, Pubco shall acquire from the Company, at a price per Company Common Unit equal to the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid with respect thereto), an aggregate number of additional Company Common Units equal to the number of additional shares of Class A Common Stock so purchased by the underwriters; provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any additional IPO Offering Expenses borne by Pubco and not otherwise reimbursed (whether pursuant to Section 2.1(c) or otherwise).

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (including Section 2.2), the Parties shall cause the following transactions to be consummated: (a) prior to the First Closing Date, Parent shall prepare and, on or prior to the First Closing Date, Parent shall (i) cause a certificate of amendment with respect to the Parent Charter Amendment to be duly executed and filed with the DSOS and to become effective as soon as practicable on the First Closing Date (but in any event prior to the acceptance for record of the Articles of First Merger on the First Closing Date pursuant to Section 2.1(d)) as provided under the Delaware General Corporation Law, and (ii) make any other filings, recordings or publications required, if any, under the Delaware General Corporation Law in connection with the Parent Charter Amendment; (b) on the First Closing Date, Company shall sell, transfer, assign, convey, and deliver to SNDA Merger Sub, and SNDA Merger Sub shall acquire and accept from Company (pursuant to transfer documents reasonably acceptable to Company and Parent), (i) operating partnership units of the Operating Partnership representing the Merger One Percentage minus 0.5% of the outstanding operating partnership units of the Operating Partnership, (ii) a membership interest in CHP GP representing a 50% membership interest in CHP GP, and (iii) shares of CHP TRS Common Stock representing the Merger One Percentage of the issued and outstanding shares of CHP TRS Common Stock (collectively, the units, interest and shares described in clauses (i), (ii) and (iii), the “Purchased Equity”, and the transactions contemplated by clauses (i), (ii) and (iii), collectively, the “Equity Purchase”). In consideration for the sale, transfer, assignment, conveyance, and delivery of the Purchased Equity to SNDA Merger Sub, Parent shall issue to Company the Aggregate Stock Consideration. In satisfaction of Parent’s obligation pursuant to the foregoing sentence, Parent shall deliver, or cause to be delivered, the Aggregate Stock Consideration to the Exchange Agent at the Equity Purchase Effective Time for the benefit of the Company, and following the First Merger Effective Time, for the benefit of and for further distribution to, the Holders in accordance with the terms and conditions set forth in this Agreement.Article 3 and Article 4; (c) On on the First Closing Date, as set forth in effective concurrently with the Equity Purchase Effective Time, Company shall adopt the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred SharesLiquidation; (iid) Company SAFE Conversion; (iii) on the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the AmalgamationFirst Closing Date, including the following Company’s adoption of the NewCo Closing Articles Plan of Liquidation, CNL Merger Sub shall merge with and into Company in accordance with the new SPAC Closing Articles MGCL, whereupon the separate existence of CNL Merger Sub shall cease and Company shall continue as the surviving entity in such merger (the occurrence of such eventmerger, being the “Amalgamation First Merger”). The First Merger shall have the effects provided in this Agreement and as specified in the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the First Merger Effective Time”), Company shall possess all properties, rights, privileges, immunities, powers, licenses, authority and franchises of Company and CNL Merger Sub, and all of the claims, obligations, liabilities, restrictions, debts and duties of Company and CNL Merger Sub shall become the claims, obligations, liabilities, restrictions, debts and duties of Company; and (viiie) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to on the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Second Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles Company shall merge with and into SNDA Merger Sub in accordance with the Plan MGCL, whereupon the separate existence of ArrangementCompany shall cease and SNDA Merger Sub shall continue as the surviving entity, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights be called “SSL Sparti Property Holdings Inc.” (the “Redemption SharesSurviving Entity”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC), in cashsuch merger (such merger, an amount per share calculated the “Second Merger”). The Second Merger shall have the effects provided in accordance with such shareholder’s Redemption Rights this Agreement and as promptly as practical specified in the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Amalgamation Second Merger Effective Time, SPAC Surviving Entity shall make such cash payments in respect possess all properties, rights, privileges, immunities, powers, licenses, authority and franchises of each such Redemption Share (SNDA Merger Sub and Company, and all of the “SPAC Redemption”)claims, obligations, liabilities, restrictions, debts and duties of SNDA Merger Sub and Company shall become the claims, obligations, liabilities, restrictions, debts and duties of Surviving Entity. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon Upon the terms and subject to the conditions of this Agreement and the other Repurchase Documents, the Administrative Agent shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, enter into Transactions with Seller, from time to time, from and after the date hereof and prior to the Facility Termination Date; provided that the Aggregate Outstanding Purchase Price of all Purchased Mortgage Loans subject to Transactions at any time will not exceed the Maximum Transaction Amount; provided further, that at the time of delivery by Seller to Administrative Agent of any Transaction Request and after giving effect to the related Transactions thereof, there has not occurred and is not continuing any Default or Event of Default. Seller shall promptly take such steps as may be necessary to comply with the requirements of this Section 2.1(a). All Transaction Requests will be in such form as the Administrative Agent will reasonably require and as may be specified in the Transaction Guidelines. Transactions will be allocated first to the Committed Amount on the Purchase Date, commencing from the earliest Purchase Date to the most recent Purchase Date. To the extent that there is availability under the Maximum Transaction Amount, but any Transaction proposed by Seller would otherwise exceed the Committed Amount, then to the extent exceeded, such Transaction may be entered into on an uncommitted basis. AT NO TIME SHALL ADMINISTRATIVE AGENT BE UNDER ANY OBLIGATION TO ENTER INTO TRANSACTIONS WITH THE SELLER WITH RESPECT TO THE UNCOMMITTED AMOUNT (NOTWITHSTANDING ANYTHING EXPRESSED OR IMPLIED IN THIS AGREEMENT, THE REPURCHASE DOCUMENTS OR ELSEWHERE TO THE CONTRARY) AND ADMINISTRATIVE AGENT, AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE, AND IN ITS SOLE DISCRETION, MAY REFUSE TO ENTER INTO TRANSACTIONS WITH THE SELLER WITH RESPECT TO THE UNCOMMITTED AMOUNT WITHOUT INCURRING ANY LIABILITY DUE TO THIS REFUSAL AND WITHOUT AFFECTING THE SELLER’S LIABILITY UNDER THIS AGREEMENT AND THE REPURCHASE DOCUMENTS FOR ANY AND ALL OBLIGATIONS. 1752672229 (b) Transactions are subject to the following terms, conditions and requirements, in addition to any other terms, conditions and requirements set forth elsewhere in this Agreement. (c) On Agreement and the Closing Dateother Repurchase Documents, as set forth and will be made only if approved by Administrative Agent in the Plan of Arrangement, the following shall occur in the order set forth belowits sole discretion: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance The aggregate outstanding Purchase Price with respect to Mortgage Loans of the Company Convertible PIPE Preferred Shares;same type shall at no time exceed the Concentration Limit for such type of Mortgage Loans. (ii) Company SAFE Conversion;At no time shall any Purchased Mortgage Loan for any reason cease to be an Eligible Mortgage Loan. (iii) Unless sooner demanded, if a Transaction becomes an Aged Transaction, Seller shall (a) immediately, and without demand, make the Company Preferred Conversion;Aged Transaction Prepayment plus any unpaid Price Differential as of such date, (b) make an additional Aged Transaction Prepayment every 30 days plus any unpaid Price Differential as of such date, and (c) repay the entire outstanding Repurchase Price with respect to such Transaction, plus unpaid Price Differential, charges, and fees related to such Transaction, no later than the date upon which the Maximum Aging Limit occurs. (iv) The Seller shall pay, or cause to be paid, the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time Repurchase Price with respect to any Purchased Mortgage Loan concurrent with the repurchase of such Purchased Mortgage Loan, including in connection with any sale and assignment of such Purchased Mortgage Loan to a Takeout Purchaser and any sale or other disposition of an Agency MBS of which such Purchased Mortgage Loan is a holder part, if applicable. Seller shall immediately take such steps as may be necessary to comply with the requirements of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”this Section 2.1(b). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”): (a) As promptly as practicableOn or prior to the Pricing, but in no event later than three the applicable parties shall take the actions set forth below (3or cause such actions to take place): (i) Business Days after Pubco shall adopt and file with the satisfaction or, if permissible, waiver Secretary of State of the conditions set forth State of Delaware an amended and restated certificate of incorporation of Pubco, in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions form attached hereto as Exhibit A (the “ClosingAmended and Restated Certificate of Incorporation”). (ii) The Board shall be held by electronic exchange adopt amended and restated by-laws of deliverables and release of signatures for Pubco in the purpose of confirming the satisfaction or, if permissible, waiver, form attached hereto as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”.Exhibit B. (b) Not later than one Business Day Immediately following Pricing and prior to the Closing DateForm 8-A Effective Time, SPAC the applicable parties shall complete take the SPAC Continuation upon the terms and subject to the conditions actions set forth in this Agreement. below (cor cause such actions to take place) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) GA Collections, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit C hereto. (ii) As a condition to the Mergers (as defined below), Pubco, the Blockers and certain of the Post-Reorg Company Members (other than Pubco) shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”). (iii) The Company shall sell to Pubco, and Pubco shall repurchase from the Company, all of the Company’s outstanding shares of Class A Common Stock for $100. (iv) Immediately following the transaction set forth in Section 2.1(b)(iii) above, pursuant to a Merger Agreements each in the form attached hereto as Exhibit E (the “Merger Agreement 1”) and Exhibit F (the “Merger Agreement 2”), Merger Sub 1 and Merger Sub 2 shall simultaneously merge with and into GA Blocker and GAPCO Blocker respectively, with GA Blocker and GAPCO Blocker surviving the mergers, and pursuant to which GA AIV-1 and GAPCO AIV shall each receive shares of Class A Common Stock and the right to receive payments under the Tax Receivable Agreement (the mergers described in this clause (b)(iv), the “Blocker Mergers”). (v) Immediately following the Blocker Mergers, GA Blocker and GAPCO Blocker shall each merge with and into Pubco sequentially, with Pubco surviving each merger (the mergers described in clause (b)(iv) and this clause (b)(v), the “Mergers”). (vi) As a condition to receiving Company Common Units in the reclassification described in clause (viii)(x) below, each of the Post-Reorg Company Members (other than Pubco) shall enter into a Subscription Agreement in the form attached hereto as Exhibit G (the “Subscription Agreement”), whereby such Post-Reorg Company Member (each, a “Class B Subscriber”) shall subscribe for, and Pubco shall issue to each such Class B Subscriber upon payment therefor, the number of shares of Class B Common Stock equal to the number of Company Common Units set forth opposite such Post-Reorg Company Member’s name on the Company Member Schedule. (vii) As a condition to receiving Company Common Units in the reclassification described in clause (viii)(x) below, each of the Post-Reorg Company Members (other than Pubco) shall enter into an Exchange Agreement with the Company and Pubco in the form attached hereto as Exhibit H (the “Exchange Agreement”), whereby each such Post-Reorg Company Member shall be permitted to exchange with Pubco its Company Common Units and shares of Class B Common Stock, for shares of Class A Common Stock or cash, at Pubco’s option, as the managing member of the Company. (viii) The Company shall: (x) amend and restate its limited liability company agreement in the form attached hereto as Exhibit I (the “Company Articles by adopting the Company A&R Articles toLLC Agreement”) so that, among other things, create (I) all Class A Units, Class B Units, Class C Units and authorize Class D Units outstanding as of immediately following Pricing shall be reclassified into the issuance number of Company Common Units (rounded up or down to the nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to Section 6.4(b) of the Existing Company LLC Agreement had the Company been liquidated on the date of the Pricing and gross proceeds from such liquidation been distributed to the members of the Company Convertible PIPE Preferred Shares; immediately following Pricing pursuant to Section 6.4(b) of the Existing Company LLC Agreement in an aggregate amount equal to the total equity value of all Class A Units, Class B Units, Class C Units and Class D Units immediately following Pricing that is implied by the IPO Price Per Share (iiwith respect to each Class A Unit, Class B Unit, Class C Unit and Class D Unit, its “Hypothetical Liquidation Value”), as set forth on Exhibit A to the Company LLC Agreement; provided that certain of such Company Common Units will continue to be subject to vesting on terms set forth in the Management Holdco Equity Agreements pursuant to which such units were originally granted (as amended); (II) Pubco shall become the sole managing member of the Company SAFE Conversion; and (III) after giving effect to the reclassification described in clause (I) above and the contribution and exchange described in clause (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamationbelow, including the adoption each of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights Persons (the “Redemption SharesPost-Reorg Company Members”) listed on the Register of Members (as such term is defined in the Company LLC Agreement) (the “Company Member Schedule”) shall be redeemed or become members of the Company and shall own the number of Company Common Units set forth opposite such Post-Reorg Company Member’s name on the Company Member Schedule; and (y) as soon as reasonably practicable, provide written notice to each Post-Reorg Company Member setting forth the Hypothetical Liquidation Value attributable to the Class A Units, Class B Units, Class C Units and Class D Units previously held thereby and the holder thereof resulting number of Company Common Units then owned thereby. (ix) Pubco and the GA Company Holders shall be entitled to receive from SPAC, enter into a Stockholders Agreement in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the form attached hereto as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share Exhibit J (the “SPAC RedemptionStockholders Agreement”). (ex) On Pubco, the Closing DateGA Company Holders, at EWC Holdings and the Amalgamation Effective Time, each officer and director of SPAC immediately prior to other parties thereto shall enter into the Amalgamation Effective Time shall resign and be replaced by Registration Rights Agreement in the Post-Closing Officers and Directorsform attached hereto as Exhibit K (the “Registration Rights Agreement”). (fxi) On Management Holdco shall reclassify each Class A Unit, Class B Unit, Class C Unit and Class D Unit (as such terms are defined in the Closing DateManagement Holdco LLC Agreement) outstanding as of the Pricing into a number of Management Holdco Common Units equal to the number of Company Common Units into which such Class A Units, SPAC Class B Units, Class C Units and Class D Units shall be renamed reclassified pursuant to a name selected by Section 2.1(b)(viii), provided that all such Management Holdco Common Units which result from the Companyreclassification of Class B Units in Management Holdco that remained subject to contractual vesting conditions, as set forth in the Management Holdco Equity Agreement pursuant to which such interests were originally granted (as amended), will continue to be subject to the same vesting conditions. (gxii) On or The Company and the Management Holdco Partners shall enter into a limited liability company agreement in the form attached hereto as soon as practicable Exhibit L (the “Management Holdco LLC Agreement”) so that, among other things, (I) each of the Management Holdco Partners shall own the number of Management Holdco Common Units set forth opposite such Management Holdco Partner’s name on the schedule set forth therein and (II) at any time after the Closing Datedate of the Exchange Agreement, subject to certain restrictions (including any transfer restrictions set forth in the Management Holdco Equity Agreements), each Management Holdco Partner can elect to (A) cause Management Holdco to distribute the vested Company Common Units indirectly owned by such Management Holdco Partner to such Management Holdco Partner (along with the corresponding shares of Class B Common Stock held indirectly by such Management Holdco Partner) in redemption of its corresponding Management Holdco Common Units, (B) exchange such Company Common Units and corresponding shares of Class B Common Stock for shares of Class A Common Stock or cash, at Pubco’s option, as the managing member of the Company, and (C) if such Management Holdco Partner receives shares of Class A Common Stock, transfer such shares of Class A Common Stock. (xiii) Pursuant to an Exchange and Redemption Agreement in the form attached hereto as Exhibit M (the “Exchange and Redemption Agreement”), Management Holdco shall distribute a number of Company Common Units, along with their corresponding Class B Common Stock, to certain members of Management Holdco who held Class C Units in the Company before the recapitalization in Section 2.1(b)(viii) (such members, the SPAC “Former Class C Unitholders”) in redemption of a corresponding number of Management Holdco Common Shares Units. (c) Immediately following the IPO Closing, the applicable parties shall trade take the actions set forth below (or cause such actions to take place): (i) Pubco shall acquire a number of Company Common Units (rounded up or down to the nearest whole number) equal to the quotient of (A) the Primary Amount divided by (B) the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid in the IPO Closing with respect to the Primary Amount); provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any IPO Offering Expenses borne by Pubco and not otherwise reimbursed. (ii) Using a portion of the proceeds from the IPO, (1) pursuant to a Purchase Agreement in the form attached hereto as Exhibit N (the “Class C Purchase Agreement”), the Company shall purchase from each of the Former Class C Unitholders the number of Company Common Units and shares of Class B Common Stock listed opposite their respective names on NASDAQSchedule I thereto for an aggregate price of $20,000,000, which shares of Class B Common Stock shall thereafter be automatically cancelled and cease to exist and (2) pursuant to a Purchase Agreement in the form attached hereto as Exhibit O (the “Company Holder Purchase Agreement”), Pubco shall purchase from each of the GA Company Holders and the other Persons party thereto the number of Company Common Units and shares of Class B Common Stock listed opposite their respective names on Schedule I thereto at a price of the Discounted Price per Company Common Unit.

Transactions. (ai) As promptly as practicable, but The Acquisition shall be consummated substantially concurrently with the extensions of credit to be made hereunder on the Closing Date in no event later than three (3) Business Days after all material respects in accordance with the satisfaction or, if permissible, waiver terms of the conditions set forth in Article 7 (Acquisition Agreement, after giving effect to any modifications, amendments or waivers, other than those conditions any such modifications, amendments or waivers that by their nature are materially adverse to be satisfied at the Closing, interests of the Joint Lead Arrangers (it being understood that (a) any modification, amendment or waiver that results in a reduction in the occurrence purchase price of, or consideration for, the Acquisition shall not be deemed to be materially adverse to the interests of the Closing shall remain Joint Lead Arrangers to the extent that (1) it is less than 10% of the purchase price of, or consideration for, the Acquisition (subject to the satisfaction or, if permissible, waiver of such conditions at requirement to satisfy the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions condition set forth in Article 7. The date Section 6.1(g)(ii)) or (2) otherwise, any such reduction shall be applied to reduce the Facilities (including the amount to be drawn thereunder on which the Closing shall occur is referred to herein as Date) and the “Closing Date”. Equity Contribution on a pro rata basis, (b) Not later than one Business Day prior any modification, amendment or waiver that results in an increase in the purchase price of, or consideration for, the Acquisition shall not be deemed to be material and adverse to the Closing Date, SPAC shall complete interests of the SPAC Continuation upon the terms and subject Joint Lead Arrangers so long as such increase is funded with an increase to the conditions set forth in this Agreement. Equity Contribution and (c) On any amendment to the Closing Date, definition of Company Material Adverse Effect (as set forth defined in the Plan of ArrangementAcquisition Agreement as in effect on August 21, 2017) or amendment to the following shall occur “Xerox” provisions in the order set forth below: (i) Acquisition Agreement as in effect on August 21, 2017 shall be deemed to be material and adverse to the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance interests of the Company Convertible PIPE Preferred Shares;Joint Lead Arrangers). (ii) Company SAFE Conversion; (iii) The Equity Contribution shall be consummated substantially concurrently with the Company Preferred Conversion; (iv) extensions of credit to be made hereunder on the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption Closing Date and any shares of stock in Holdings delivered by Holdings to Algeco Scotsman Global S.à ▇.▇. and Algeco Scotsman Holdings Kft as part of the NewCo Closing Articles and consideration for the new SPAC Closing Articles Acquisition shall (the occurrence x) represent no more than 10% of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder Holdings’ common stock on a fully diluted basis as of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following Date and (y) be in the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan form of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)common stock. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableSubstantially concurrently with the initial funding of the Loans hereunder, the transactions contemplated by the Acquisition Agreement shall have been consummated in accordance with the terms of the Acquisition Agreement, but in no event later than three (3) Business Days after without giving effect to any amendments, waivers or consents by Holdings, the satisfaction or, if permissible, waiver Borrowers or any Affiliate thereof party thereto that are materially adverse to the interests of the conditions set forth Arrangers and their respective Affiliates that are party hereto as Lenders on the Closing Date in Article 7 (other than those conditions that by their nature are respective capacities as such without the consent of UBSS, in its capacity as an Arranger, such consent not to be satisfied at the Closingunreasonably withheld, delayed or conditioned (it being understood that (a) any decrease in the occurrence purchase price shall not be materially adverse to the interests of the Closing shall remain subject to the satisfaction or, if permissible, waiver Arrangers (or such Affiliates) so long as a portion of such conditions at decrease in the Closing)amount previously agreed to in writing by the Borrowers and UBSS, in its capacity as an Arranger, is allocated as follows: first, to reduce the Contributions to a closing percentage of not less than 40% of the Transactions Total Capitalization (provided that in no event shall the “Closing”) shall Equity Contribution be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, reduced to less than 25% of the conditions set forth in Article 7. The date Total Capitalization) and second, to reduce the Credit Facility and any First Lien Facility on which the Closing shall occur is referred to herein as the “Closing Date”. a pro rata, dollar-for-dollar basis, (b) Not later than one Business Day prior any increase in the purchase price shall not be materially adverse to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. Arrangers (cor such Affiliates) On the Closing Date, so long as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: such increase is funded by (i) the Company shall amend and restate Equity Contribution (without reducing the Company Articles by adopting percentage otherwise required to be contributed pursuant to the Company A&R Articles to, among other things, create and authorize the issuance definition of the Company Convertible PIPE Preferred Shares; “Equity Contribution”) or (ii) Company SAFE Conversion; subject to the proviso of the second sentence of Section 5.11 of the First Lien Credit Agreement, the Revolving Facility (iiias defined in the First Lien Credit Agreement) in an amount not to exceed $10,000,000, (c) the Company Preferred Conversion; (iv) granting of any consent under the PIPE Financing; (v) Acquisition Agreement that is not materially adverse to the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption interests of the NewCo Closing Articles Arrangers (or such Affiliates) shall not otherwise constitute an amendment or waiver) and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant any modification to the SPAC Continuation Articles and definition of “Outside Date” in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior Acquisition Agreement shall not be materially adverse to the Amalgamation Effective Time with respect interests of the Arrangers (or such Affiliates) unless such modification extends such date beyond July 18, 2016. For the avoidance of doubt, any amendment, modification, waiver or consent to which a holder the definition of SPAC Class A Common Shares has validly exercised its Redemption Rights the term “Material Adverse Effect” (as defined in the “Redemption Shares”Acquisition Agreement) in the Acquisition Agreement shall be redeemed and the holder thereof shall deemed to be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior materially adverse to the Amalgamation Effective Time shall resign interests of the Arrangers and be replaced by the Post-Closing Officers and Directorstheir respective affiliates that are a party hereto as Lenders. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions of this Agreement, each of the Parties hereby irrevocably consents to the following transactions (a) As promptly as practicablecollectively, but in the “Restructuring”), has entered into or shall enter into definitive documentation to effectuate the Restructuring, shall consummate the First Restructuring Closing no event later than three September 30, 2009 (3or such later date as agreed by the Global Parties and Victory) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “ClosingFirst Restructuring End Date”) and shall be consummate the Second Restructuring Closing no later than November 15, 2009 (or such later date as agreed by the Global Parties and Victory) (the “Second Restructuring End Date”): 2.1.1. the amendment of the Certificate of Incorporation of Holdings, by virtue of the filing by Holdings of a certificate of designation with the Secretary of State of the State of Delaware, to authorize 250,000 shares of Series B Preferred Stock pursuant to documentation in the form of Exhibit B hereto (the “Series B Designations”); 2.1.2. the amendment of the Original Junior Notes to provide for the conversion, and the immediate subsequent conversion by each Junior Lender, of sixty percent (60%) of the aggregate principal amount of Original Junior Notes (prior to giving effect to the amendment and restatement of the Original Junior Notes described in Section 2.1.3) held by electronic exchange such Junior Lender for shares of deliverables Series B Preferred Stock pursuant to documentation reasonably satisfactory to Holdings and release of signatures the Junior Lenders, which documentation shall provide for the purpose terms set forth on Part I of confirming Schedule A hereto; 2.1.3. the satisfaction or, if permissible, waiver, as the case may be, amendment and restatement of the conditions Original Junior Notes pursuant to documentation satisfactory to Holdings and Victory, which documentation shall provide for the terms set forth in Article 7on Part II of Schedule A hereto; 2.1.4. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan purchase by ▇▇▇▇▇ from Holdings of Arrangement, the following shall occur in the order set forth below: (i) 2,665,193.500 shares of Common Stock and (ii) a newly issued Junior Note having the Company same terms as the amended and restated Junior Notes described in Section 2.1.3 (after giving effect to the amendment and restatement of the Original Junior Notes described in Section 2.1.3) in an aggregate principal amount of $500,000 for an aggregate purchase price of $500,000 pursuant to documentation satisfactory to Holdings, Victory and ▇▇▇▇▇; 2.1.5. the exchange by Victory Fund of the Participation for a newly issued Junior Note having the same terms as the amended and restated Junior Notes described in Section 2.1.3 (after giving effect to the amendment and restatement of the Original Junior Notes described in Section 2.1.3) in an aggregate principal amount of $7,614,999.74 pursuant to documentation satisfactory to Holdings and Victory; 2.1.6. the amendment of the certificate of designation governing the terms of the Series A Preferred Stock, by virtue of the filing by Holdings of such amendment to the certificate of designation with the Secretary of State of the State of Delaware (the “Series A Amendment”), to provide for the conversion, and the subsequent conversion by each Series A Holder, of one hundred percent (100%) of the Series A Preferred Stock held by such Series A Holder for shares of Series B Preferred Stock pursuant to documentation reasonably satisfactory to Holdings, Victory and the Series A Holders, which documentation shall amend provide for the terms set forth on Part III of Schedule A hereto; 2.1.7. the waiver by the Series A Holders of certain provisions contained in, and restate rights of the Company Articles by adopting Series A Preferred Stock granted under, the Company A&R Articles certificate of designation governing the terms of the Series A Preferred Stock pursuant to documentation reasonably satisfactory to Holdings, Victory and the Series A Holders; 2.1.8. the amendment to, among other thingsand exercise in full by Victory Fund of, create the Warrant to Purchase Common Stock issued to Victory Fund on August 14, 2009 and attached as Exhibit A-1 hereto and the issuance of 29,317,117.500 shares of Common Stock pursuant thereto pursuant to documentation satisfactory to Holdings and Victory, which documentation shall provide for the terms set forth on Part IV of Schedule A hereto; provided that Victory Fund shall exercise such warrant in part with respect to 9,556,905.09 shares of Common Stock at the First Restructuring Closing, and shall subsequently exercise the remainder of the warrant in full at the Second Restructuring Closing (the “Second Warrant Exercise”); 2.1.9. the exercise in full by Victory Fund of the Warrant to Purchase Common Stock attached as Exhibit A-2 hereto and the issuance of 99,000 shares of Common Stock pursuant thereto; 2.1.10. the execution and delivery by the Global Parties and Victory of a fee letter satisfactory to Holdings and Victory, which shall provide for the terms set forth on Part V of Schedule A hereto; 2.1.11. the amendment of the Senior Credit Agreement pursuant to documentation satisfactory to Holdings and Victory, which documentation shall provide for the terms set forth on Part VI of Schedule A hereto; 2.1.12. the amendment and restatement of the Subordination Agreement pursuant to documentation reasonably satisfactory to Holdings and the Junior Lenders, which documentation shall provide for the terms set forth on Part VII of Schedule A hereto; 2.1.13. the entry into a stockholders agreement (the “Stockholders Agreement”) in the form of Exhibit C hereto by Holdings, ▇▇▇▇▇, Victory, the Junior Lenders and the Series A Holders; 2.1.14. the amendment of each of the security agreement, pledge agreement and guaranty executed in connection with the Junior Notes pursuant to documentation satisfactory to the Global Parties and Victory; 2.1.15. the adoption of a management incentive plan by Global pursuant to documentation satisfactory to Global and Victory; 2.1.16. the amendment of the Certificate of Incorporation of Holdings to authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation270,000,000 shares of Common Stock, including the adoption by virtue of the NewCo Closing Articles and filing by Holdings of such amendment with the new SPAC Closing Articles Secretary of State of the State of Delaware (the occurrence of such event, being the “Amalgamation Effective TimeAuthorized Shares Amendment”); and (viii) SPAC and each holder 2.1.17. the reconstitution of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and board of directors of Holdings in accordance with the Plan terms and conditions of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)Stockholders Agreement. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableThe following transactions shall have been or shall concurrently be consummated, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the each case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject conditions reasonably satisfactory to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth beloweach Agent and each Lender: (i) The Offer shall be consummated (x) concurrently with the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance initial funding of the Company Convertible PIPE Preferred SharesFacilities, (y) in compliance with law in all material respects and (z) in accordance with the Acquisition Documentation in all material respects. The Acquisition Agreement shall be in full force and effect and the Acquisition Agreement and the schedules and exhibits thereto shall be reasonably satisfactory to the Lead Arranger (it being agreed that the Acquisition Agreement in effect on October 2, 2010 at 9:49 a.m., New York time, is satisfactory) and no provision thereof shall have been amended, waived or otherwise modified (including by any consent granted thereunder) or supplemented (including any change in purchase price or structure of the Acquisition) in any manner that is materially adverse to the Lenders or the Lead Arranger without the prior written consent of the Lead Arranger and the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned). The Administrative Agent shall have received copies of each of the Acquisition Documentation, including any amendments, supplements or modifications with respect to any of the foregoing. Immediately following consummation of the Offer, the Borrower shall either (A) (i) acquire a sufficient number of shares pursuant to the Offer such that, upon exercise of the Top-Up Option (as defined in the Acquisition Agreement) in accordance with the Acquisition, the Borrower owns at least 90% of the Capital Stock of the Target or (B) (i) own no less than 49.9% of the Capital Stock of the Target, (ii) have proxies to vote additional voting Capital Stock of the Target in favor of the Merger such that the Borrower will be able to vote a majority of the outstanding voting Capital Stock of the Target in favor of the Merger and (iii) have the power to appoint a majority of the board of directors of the Target; (ii) Company SAFE Conversion;The Borrower shall have furnished to the Administrative Agent reasonably detailed calculations of the Blocked Amount as of the Closing Date (after giving effect to the consummation of the Offer and the payments to be made in connection therewith) and shall certify that the Revolving Commitment (after the reductions thereto on the Closing Date) and cash on hand of the Borrower, the Target and their respective Subsidiaries shall equal or exceed the Blocked Amount; and (iii) the Company Preferred Conversion; The Administrative Agent shall have received or shall concurrently receive reasonably satisfactory evidence that (ivx) the PIPE Financing; Existing Facilities shall have been terminated and all amounts thereunder shall have been paid in full and all Liens in connection therewith shall have been discharged (v) or reasonably satisfactory arrangements shall have been made for the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption termination of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”all Liens granted in connection therewith); and and (viiiy) SPAC that no Group Members (excluding the Target and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued its Subsidiaries) shall have any Indebtedness or preferred Disqualified Capital Stock outstanding other than pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, Loan Documents or Indebtedness permitted pursuant to the SPAC Continuation Articles and Section 8.2(b), 8.2(c), 8.2(d). 8.2(e), 8.2(g), 8.2(h), 8.2(l), 8.2(m) or 8.2(n) or other Indebtedness in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior an aggregate principal amount not to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)exceed $5,000,000. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly Tensar may from time to time propose that TCO undertake a Transaction by presenting to TCO prior to 12:00 Noon. (New York time) at least three Business Days prior to the proposed Value Date of the requested Transaction a written request for TCO’s purchase of Metals (each a “Purchase Request”) substantially in the form of Exhibit A hereto. By copying AIA on a Purchase Request, Tensar authorizes AIA to act as practicableagent of Tensar in the execution of the proposed Transaction, but in no event later than including execution of the Purchase Offer for such proposed Transaction. Each Purchase Request shall include (i) a general description of the Metals to be purchased, (ii) the total price of the Metals to be paid by TCO to the Supplier, (iii) the Value Date, which shall be at least three (3) Business Days after the satisfaction or, if permissible, waiver date of the conditions set forth in Article 7 Purchase Request, and (other than those conditions that by their nature are to be satisfied at iv) the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing Murabaha Price is to be paid by Tensar in relation to such Transaction (the “Transaction Payment Date”). TCO and Tensar agree that the Transaction Payment Date for a Transaction shall occur on the last Business Day of each March, June, September and December during the term of this Agreement, commencing on December 31, 2005, and on the Termination Date; provided, however, that if any Transaction Payment Date would occur on a day that is referred not a Business Day, such Transaction Payment Date shall be extended to herein as the “Closing Date”next succeeding Business Day. (b) Not later than one Business Day prior On the Value Date for a proposed Transaction and subject, in the case of the initial Transaction only, to the Closing Datesatisfaction of the conditions specified in Article IV and Section 3.5(b), SPAC TCO will confirm that it has purchased the Metals requested by Tensar in the relevant Purchase Request by executing and delivering to Tensar a purchase request confirmation in substantially the form of Exhibit B (the “Purchase Confirmation” a signed Purchase Request and a signed Purchase Confirmation being referred to collectively as a “Transaction Confirmation”). In each Purchase Confirmation, TCO shall complete the SPAC Continuation upon (i) confirm (A) the terms on which the Metals specified in the related Purchase Request were purchased and subject (B) the willingness of TCO to sell such Metals to Tensar, (ii) quote the conditions set forth in this Agreementprice of the Metals paid by TCO, the quantity of such Metals and the total Purchase Price for the same, and (iii) state the Murabaha Price, as computed by TCO, to be paid by Tensar on the Transaction Payment Date. (c) On Tensar acknowledges and agrees that the Closing Dateobligation of TCO to arrange for the purchase, as and to purchase Metals in accordance with a Transaction Confirmation, is subject to the satisfaction of all applicable conditions precedent set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreementherein. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and After it receives a Purchase Confirmation in accordance with Section 2.2(b), and after TCO purchases the Plan Metals specified in such Purchase Confirmation, Tensar covenants and agrees that it shall submit to TCO an offer, substantially in the form of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which Exhibit C (a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption SharesPurchase Offer”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC), in cash, an amount per share calculated which Tensar offers to purchase such Metals from TCO on the terms specified in accordance with the Transaction Confirmation of which such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)Purchase Confirmation forms a part. (e) On the Closing DateBusiness Day on which TCO completes its purchase of Metals from the Supplier in accordance with this Section 2.2 and receives the Purchase Offer, at TCO covenants and agrees that it shall issue to Tensar an acceptance, substantially in the Amalgamation Effective Timeform of Exhibit D (a “Purchase Acceptance”) in which TCO accepts Tensar’s offer to purchase the Metals as set forth in the Purchase Offer, each officer and director of SPAC immediately prior subject to the Amalgamation Effective Time shall resign satisfaction of all applicable conditions precedent set forth herein. The Murabaha Price to be paid by Tensar for such Metals and be replaced by the Post-Closing Officers Value Date and Directors. (f) On Transaction Payment Date specified in the Closing Date, SPAC Transaction Confirmation and Purchase Offer shall be renamed confirmed by TCO in such Metals Purchase Acceptance, and Tensar hereby agrees to a name selected by the Companypay such Murabaha Price to TCO on such Transaction Payment Date. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly Tensar Holdings may from time to time propose that TCH undertake a Transaction by presenting to TCH prior to 12:00 Noon. (New York time) at least three Business Days prior to the proposed Value Date of the requested Transaction a written request for TCH’s purchase of Metals (each a “Purchase Request”) substantially in the form of Exhibit A hereto. By copying AIA on a Purchase Request, Tensar Holdings authorizes AIA to act as practicableagent of Tensar Holdings in the execution of the proposed Transaction, but in no event later than including execution of the Purchase Offer for such proposed Transaction. Each Purchase Request shall include (i) a general description of the Metals to be purchased, (ii) the total price of the Metals to be paid by TCH to the Supplier, (iii) the Value Date, which shall be at least three (3) Business Days after the satisfaction or, if permissible, waiver date of the conditions set forth in Article 7 Purchase Request, and (other than those conditions that by their nature are to be satisfied at iv) the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing Murabaha Price is to be paid by Tensar Holdings in relation to such Transaction (the “Transaction Payment Date”). TCH and Tensar Holdings agree that the Transaction Payment Date for a Transaction shall occur on each October 31st during the term of this Agreement, commencing on October 31, 2006; provided, however, that if any Transaction Payment Date would occur on a day that is referred not a Business Day, such Transaction Payment Date shall be extended to herein as the “Closing Date”next succeeding Business Day. (b) Not later than one Business Day prior On the Value Date for a proposed Transaction and subject, in the case of the initial Transaction only, to the Closing Datesatisfaction of the conditions specified in Article IV and Section 3.5(b), SPAC TCH will confirm that it has purchased the Metals requested by Tensar Holdings in the relevant Purchase Request by executing and delivering to Tensar Holdings a purchase request confirmation in substantially the form of Exhibit B (the “Purchase Confirmation”; a signed Purchase Request and a signed Purchase Confirmation being referred to collectively as a “Transaction Confirmation”). In each Purchase Confirmation, TCH shall complete the SPAC Continuation upon (i) confirm (A) the terms on which the Metals specified in the related Purchase Request were purchased and subject (B) the willingness of TCH to sell such Metals to Tensar Holdings, (ii) quote the conditions set forth in this Agreementprice of the Metals paid by TCH, the quantity of such Metals and the total Purchase Price for the same, and (iii) state the Murabaha Price, as computed by TCH, to be paid by Tensar Holdings on the Transaction Payment Date. (c) On Tensar Holdings acknowledges and agrees that the Closing Dateobligation of TCH to arrange for the purchase, as and to purchase Metals in accordance with a Transaction Confirmation, is subject to the satisfaction of all applicable conditions precedent set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreementherein. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and After it receives a Purchase Confirmation in accordance with Section 2.2(b), and after TCH purchases the Plan Metals specified in such Purchase Confirmation, Tensar Holdings covenants and agrees that it shall submit to TCH an offer, substantially in the form of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which Exhibit C (a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption SharesPurchase Offer”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC), in cash, an amount per share calculated which Tensar Holdings offers to purchase such Metals from TCH on the terms specified in accordance with the Transaction Confirmation of which such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)Purchase Confirmation forms a part. (e) On the Closing DateBusiness Day on which TCH completes its purchase of Metals from the Supplier in accordance with this Section 2.2 and receives the Purchase Offer, at TCH covenants and agrees that it shall issue to Tensar Holdings an acceptance, substantially in the Amalgamation Effective Timeform of Exhibit D (a “Purchase Acceptance”) in which TCH accepts Tensar Holdings offer to purchase the Metals as set forth in the Purchase Offer, each officer and director of SPAC immediately prior subject to the Amalgamation Effective Time shall resign satisfaction of all applicable conditions precedent set forth herein. The Murabaha Price to be paid by Tensar Holdings for such Metals and be replaced by the Post-Closing Officers Value Date and Directors. (f) On Transaction Payment Date specified in the Closing Date, SPAC Transaction Confirmation and Purchase Offer shall be renamed confirmed by TCH in such Metals Purchase Acceptance, and Tensar Holdings hereby agrees to a name selected by the Companypay such Murabaha Price to TCH on such Transaction Payment Date. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”): (a) As promptly as practicableOn or prior to the Pricing, but in no event later than three the applicable parties shall take the actions set forth below (3or cause such actions to take place): (i) Business Days after Pubco shall adopt and file with the satisfaction or, if permissible, waiver Secretary of State of the conditions set forth State of Delaware an amended and restated certificate of incorporation of Pubco, in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions form attached hereto as Exhibit A (the “ClosingAmended and Restated Certificate of Incorporation”). (ii) The Board shall be held by electronic exchange adopt amended and restated by-laws of deliverables and release of signatures for Pubco in the purpose of confirming the satisfaction or, if permissible, waiver, form attached hereto as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”.Exhibit B. (b) Not later than one Business Day Immediately following Pricing and prior to the Closing DateForm 8-A Effective Time, SPAC the applicable parties shall complete take the SPAC Continuation upon the terms and subject to the conditions actions set forth in this Agreement. below (cor cause such actions to take place) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) GA Collections, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit C hereto. (ii) As a condition to the Mergers (as defined below), Pubco, the Blockers and certain of the Post-Reorg Company Members (other than Pubco) shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”). (iii) The Company shall sell to Pubco, and Pubco shall repurchase from the Company, all of the Company’s outstanding shares of Class A Common Stock for $100. (iv) Immediately following the transaction set forth in Section 2.1(b)(iii) above, pursuant to a Merger Agreement in the form attached hereto as Exhibit E (the “Merger Agreement 1”), (A) Merger Sub 1 shall merge with and into GA Blocker, with GA Blocker surviving the merger, and pursuant to which GA AIV-1 shall receive shares of Class A Common Stock and the right to receive payments under the Tax Receivable Agreement and (B) GA Blocker shall merge with and into Pubco, with Pubco surviving the merger. (v) Immediately following the transaction set forth in Section 2.1(b)(iv) above, pursuant to a Merger Agreement in the form attached hereto as Exhibit F (the “Merger Agreement 2”), (A) Merger Sub 2 shall merge with and into GAPCO Blocker, with GAPCO Blocker surviving the merger, and pursuant to which GAPCO AIV shall receive shares of Class A Common Stock and the right to receive payments under the Tax Receivable Agreement and (B) GAPCO Blocker shall merge with and into Pubco, with Pubco surviving the Merger (the mergers described in clauses (ii) and (iii), the “Mergers”). (vi) As a condition to receiving Company Common Units in the reclassification described in clause (viii)(x) below, each of the Post-Reorg Company Members (other than Pubco) shall enter into a Subscription Agreement in the form attached hereto as Exhibit G (the “Subscription Agreement”), whereby such Post-Reorg Company Member (each, a “Class B Subscriber”) shall subscribe for, and Pubco shall issue to each such Class B Subscriber upon payment therefor, the number of shares of Class B Common Stock equal to the number of Company Common Units set forth opposite such Post-Reorg Company Member’s name on the Company Member Schedule. (vii) As a condition to receiving Company Common Units in the reclassification described in clause (viii)(x) below, each of the Post-Reorg Company Members (other than Pubco) shall enter into an Exchange Agreement with the Company and Pubco in the form attached hereto as Exhibit H (the “Exchange Agreement”), whereby each such Post-Reorg Company Member shall be permitted to exchange with Pubco its Company Common Units and shares of Class B Common Stock, for shares of Class A Common Stock or cash, at Pubco’s option, as the managing member of the Company. (viii) The Company shall: (x) amend and restate its limited liability company agreement in the form attached hereto as Exhibit I (the “Company Articles by adopting the Company A&R Articles toLLC Agreement”) so that, among other things, create (I) all Class A Units, Class B Units, Class C Units and authorize Class D Units outstanding as of immediately following Pricing shall be reclassified into the issuance number of Company Common Units (rounded up or down to the nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to Section 6.4(b) of the Existing Company LLC Agreement had the Company been liquidated on the date of the Pricing and gross proceeds from such liquidation been distributed to the members of the Company Convertible PIPE Preferred Shares; immediately following Pricing pursuant to Section 6.4(b) of the Existing Company LLC Agreement in an aggregate amount equal to the total equity value of all Class A Units, Class B Units, Class C Units and Class D Units immediately following Pricing that is implied by the IPO Price Per Share (iiwith respect to each Class A Unit, Class B Unit, Class C Unit and Class D Unit, its “Hypothetical Liquidation Value”), as set forth on Exhibit A to the Company LLC Agreement; provided that certain of such Company Common Units will continue to be subject to vesting on terms set forth in the Management Holdco Equity Agreements pursuant to which such units were originally granted (as amended); (II) Pubco shall become the sole managing member of the Company SAFE Conversion; and (III) after giving effect to the reclassification described in clause (I) above and the contribution and exchange described in clause (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamationbelow, including the adoption each of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights Persons (the “Redemption SharesPost-Reorg Company Members”) listed on the Register of Members (as such term is defined in the Company LLC Agreement) (the “Company Member Schedule”) shall be redeemed or become members of the Company and shall own the number of Company Common Units set forth opposite such Post-Reorg Company Member’s name on the Company Member Schedule; and (y) as soon as reasonably practicable, provide written notice to each Post-Reorg Company Member setting forth the Hypothetical Liquidation Value attributable to the Class A Units, Class B Units, Class C Units and Class D Units previously held thereby and the holder thereof resulting number of Company Common Units then owned thereby. (ix) Pubco and the GA Company Holders shall be entitled to receive from SPAC, enter into a Stockholders Agreement in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the form attached hereto as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share Exhibit J (the “SPAC RedemptionStockholders Agreement”). (ex) On Pubco, the Closing DateGA Company Holders, at EWC Holdings and the Amalgamation Effective Time, each officer and director of SPAC immediately prior to other parties thereto shall enter into the Amalgamation Effective Time shall resign and be replaced by Registration Rights Agreement in the Post-Closing Officers and Directorsform attached hereto as Exhibit K (the “Registration Rights Agreement”). (fxi) On Management Holdco shall reclassify each Class A Unit, Class B Unit, Class C Unit and Class D Unit (as such terms are defined in the Closing DateManagement Holdco LLC Agreement) outstanding as of the Pricing into a number of Management Holdco Common Units equal to the number of Company Common Units into which such Class A Units, SPAC Class B Units, Class C Units and Class D Units shall be renamed reclassified pursuant to a name selected by Section 2.1(b)(viii), provided that all such Management Holdco Common Units which result from the Companyreclassification of Class B Units in Management Holdco that remained subject to contractual vesting conditions, as set forth in the Management Holdco Equity Agreement pursuant to which such interests were originally granted (as amended), will continue to be subject to the same vesting conditions. (gxii) On or The Company and the Management Holdco Partners shall enter into a limited liability company agreement in the form attached hereto as soon as practicable Exhibit L (the “Management Holdco LLC Agreement”) so that, among other things, (I) each of the Management Holdco Partners shall own the number of Management Holdco Common Units set forth opposite such Management Holdco Partner’s name on the schedule set forth therein and (II) at any time after the Closing Datedate of the Exchange Agreement, subject to certain restrictions (including any transfer restrictions set forth in the Management Holdco Equity Agreements), each Management Holdco Partner can elect to (A) cause Management Holdco to distribute the vested Company Common Units indirectly owned by such Management Holdco Partner to such Management Holdco Partner (along with the corresponding shares of Class B Common Stock held indirectly by such Management Holdco Partner) in redemption of its corresponding Management Holdco Common Units, (B) exchange such Company Common Units and corresponding shares of Class B Common Stock for shares of Class A Common Stock or cash, at Pubco’s option, as the managing member of the Company, and (C) if such Management Holdco Partner receives shares of Class A Common Stock, transfer such shares of Class A Common Stock. (xiii) Pursuant to an Exchange and Redemption Agreement in the form attached hereto as Exhibit M (the “Exchange and Redemption Agreement”), Management Holdco shall distribute a number of Company Common Units, along with their corresponding Class B Common Stock, to certain members of Management Holdco who held Class C Units in the Company before the recapitalization in Section 2.1(b)(viii) (such members, the SPAC “Former Class C Unitholders”) in redemption of a corresponding number of Management Holdco Common Shares Units. (c) Immediately following the IPO Closing, the applicable parties shall trade take the actions set forth below (or cause such actions to take place): (i) Pursuant to a Contribution Agreement in the form attached hereto as Exhibit N (the “Post-IPO Contribution Agreement”), Pubco shall acquire a number of Company Common Units (rounded up or down to the nearest whole number) equal to the quotient of (A) the Primary Amount divided by (B) the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid in the IPO Closing with respect to the Primary Amount); provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any IPO Offering Expenses borne by Pubco and not otherwise reimbursed. (ii) Using a portion of the proceeds from the IPO, (1) pursuant to a Purchase Agreement in the form attached hereto as Exhibit O-1 (the “Class C Purchase Agreement”), Pubco shall purchase from each of the Former Class C Unitholders the number of Company Common Units and shares of Class B Common Stock listed opposite their respective names on NASDAQSchedule I thereto for an aggregate price of $20,000,000 and (2) pursuant to a Purchase Agreement in the form attached hereto as Exhibit O-2 (the “Company Holder Purchase Agreement”), Pubco shall purchase from each of the GA Company Holders and the other Persons party thereto the number of Company Common Units and shares of Class B Common Stock listed opposite their respective names on Schedule I thereto at a price of the Discounted Price per Company Common Unit.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date.”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing DateDate in accordance with the terms of this Agreement and, as set forth in applicable, the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company PIPE Financing shall amend and restate be consummated pursuant to the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred SharesSubscription Agreements; (ii) Company SAFE Conversionthe SPAC Class B Conversion shall occur; (iii) the Company Preferred ConversionSPAC Warrant Conversion shall occur; (iv) the PIPE FinancingCompany Recapitalization shall occur; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles Company will consummate the Amalgamation and form the Amalgamated Company (the occurrence of such event, being the “Amalgamation Effective Time”); and, except that the legal existence of NewCo will not cease and NewCo will survive the Amalgamation as the Amalgamated Company, and the Amalgamated Company will adopt the NewCo Closing Governing Documents and the directors and officers of the Amalgamated Company shall be those individuals nominated by the Company prior to the Closing; (viiivi) SPAC shall adopt the SPAC Closing Articles; (vii) SPAC shall assume the Company Equity Incentive Plan and each holder (A) all shares of SPAC Company Class A Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued Stock reserved for issuance pursuant to the Amalgamation Company Equity Incentive Plan shall become bound by be cancelled and (B) no further grants shall be made pursuant to the Lock-Up Agreement. (d) On the Closing Date, Company Equity Incentive Plan following the Amalgamation Effective Time, ; (viii) pursuant to the SPAC Continuation Closing Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”).; (eix) On each then issued and outstanding Company Share (other than Company Shares in respect of which Company Dissent Rights have been duly exercised) shall be exchanged for that number of SPAC Common Shares equal to the Closing DateExchange Ratio; (x) each then issued and outstanding Company Option shall be exchanged for an option to acquire the SPAC Exchange Options, each at a per share exercise price (rounded up to the nearest cent) equal to the SPAC Exchange Option Exercise Price, in each case, in accordance with the provisions of applicable Law (including Sections 424(a) and Section 409A of the Code and subsection 7(1.4) of the Canadian Tax Act); (xi) each then issued and outstanding PIPE Warrant (as defined below) shall be exchanged for a warrant to acquire one SPAC Class A Ordinary Share, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior a per share exercise price equal to the Amalgamation Effective Time shall resign and be replaced by per share exercise price for the Post-Closing Officers and Directors.SPAC Warrants; and (fxii) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (gd) On or as soon as practicable after At the Closing Date, the Closing: (i) SPAC and each holder of SPAC Common Shares issued pursuant to the Amalgamation shall trade on NASDAQ.become bound by the Lock-Up Agreement; and (ii) the officers and directors of SPAC, including without limitation its executive team, immediately prior to the Amalgamation will resign and be replaced by the Post-

Transactions. (aA) As promptly as practicableThe Administrative Agent shall receive, but in no event later than three (3) Business Days after substantially concurrently with the satisfaction or, if permissible, waiver of the other conditions precedent set forth in Article 7 (other than those conditions that by their nature are this subsection 6.1, evidence, in form and substance reasonably satisfactory to be satisfied at the Closingit, it being understood that the occurrence Parent Borrower shall have (i) consummated the transactions contemplated by the Notes Offering Documents and (ii) received gross cash proceeds from the issuance of New Notes in an aggregate amount of $2,800,000,000 and (B) the Parent Borrower shall have delivered to the trustee pursuant to the New Notes Indentures governing subordinated indebtedness of the Closing Parent Borrower a writing (a copy of which shall remain subject be furnished to the satisfaction orAdministrative Agent and be in form and substance reasonably satisfactory to it) to the effect that the holders of senior indebtedness pursuant to this Agreement are being designated in writing by the Parent Borrower to such trustee as Senior Indebtedness the holders of which shall be required to consent to any amendment to Article XIV and Article XV, if permissibleor the definitions related thereto, waiver in the applicable New Notes that adversely affects the rights of the holders of Senior Indebtedness then outstanding (which designation in writing shall meet the applicable requirements contained in Section 902 of the applicable New Notes Indenture and (C) the Administrative Agent, on behalf of the Lenders, shall have received an Officer’s Certificate (as defined in the applicable New Notes), in form and substance reasonably satisfactory to the Administrative Agent, to the effect that the Incurrence of Indebtedness (each as defined in the applicable New Notes Indenture) on the Closing Date pursuant to this Agreement does not (and that the incurrence of the entire committed amount hereunder on the Closing Date would not) violate the covenant contained in Section 407 of the applicable New Notes Indenture, and a copy of such conditions at certificate shall be delivered to the Closing), a closing trustee of the Transactions applicable New Notes. (the “Closing”ii) The Administrative Agent shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming receive, substantially concurrently with the satisfaction or, if permissible, waiver, as the case may be, of the other conditions precedent set forth in Article 7. The date on which this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that the Closing Parent Borrower shall occur is referred to herein as have (i) obtained the “Closing Date”Senior Term Facility and (ii) received gross cash proceeds from the Senior Term Loans in an aggregate amount of $1,707,000,000. (biii) Not later than The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that the Parent Borrower or its Subsidiaries or Affiliates shall have (i) consummated the U.S. Securitization and (ii) received gross cash proceeds from the issuance of securities thereunder in an aggregate amount of $4,267,629,130. (iv) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that one Business Day or more of the Foreign Subsidiaries and/or other Affiliates of the Parent Borrower shall have (i) consummated the Foreign Fleet Bridge Financing and (ii) received gross cash proceeds from loans or the issuance of securities thereunder in an aggregate amount of $1,780,639,366. (v) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that the Parent Borrower shall have consummated the Tender Offers that expire on or prior to the Closing Date. (vi) The Administrative Agent shall receive, SPAC shall complete substantially concurrently with the SPAC Continuation upon satisfaction of the terms and subject to the other conditions precedent set forth in this Agreementsubsection 6.1, evidence in form and substance reasonably satisfactory to it that the Parent Borrower has caused its Subsidiaries to make the intercompany loans, repayments and transfers specified on Schedule 6.1(d) (the “Intercompany Transactions”). (cvii) On the Closing Date, as set forth in the Plan Administrative Agent shall have received true and correct copies of Arrangementthe New Notes Indentures, the following shall occur in Senior Term Loans Documents, the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant Special Purpose Financing Documents relating to the Amalgamation shall become bound U.S. Securitization and all Intercompany Transaction Documents, certified as such by the Lock-Up Agreementan appropriate officer of CCMGC. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableThe following transactions shall have been consummated, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the each case on terms and conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject reasonably satisfactory to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth belowAdministrative Agent: (i) the Company Acquisition shall amend have been consummated in accordance with applicable law and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred SharesTac-Trim Purchase Agreement; (ii) Company SAFE Conversioncash consideration paid in connection with the Acquisition shall equal on the Closing Date $625,400,000; (iii) Holdings shall have received at least $160,000,000 in cash from the Company Preferred Conversionissuance of the Investor Common Equity (including approximately $100,000,000 from Heartland and its co-investing limited partners), and such proceeds shall have been contributed to the Company; (iv) Holdings shall have issued the PIPE FinancingSeller Common Equity, and the Company shall have issued the Seller Preferred, to Textron; (v) the SPAC Class B ConversionCompany shall have received at least $500,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes; (vi) the SPAC Warrant ConversionTextron Sale/Leaseback Financing shall have been consummated on terms and conditions reasonably satisfactory to the Administrative Agent; (vii) the AmalgamationReceivables Subsidiary shall have received at least $72,000,000 (or, including if less, the adoption of amount needed to consummate the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); andTransactions) in Receivable Facility Proceeds; (viii) SPAC and each holder of SPAC Common Sharesthe Administrative Agent shall have received satisfactory evidence that, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant after giving effect to the Amalgamation Transactions, (A) the total Indebtedness of Holdings and its Subsidiaries will not exceed $1,447,000,000 and (B) Holdings and its Subsidiaries shall become bound by have outstanding no Indebtedness (including any receivables facility or securitization) or preferred stock other than (1) the Lock-Up Agreement. (d) On Loans made or Letters of Credit issued on the Closing Date, following (2) the Amalgamation Effective TimeSenior Unsecured Notes, pursuant (3) the Subordinated Notes, (4) the Assumed Indebtedness, (5) the Seller Preferred, and (6) other Indebtedness listed on Schedule 6.01; (ix) the Administrative Agent shall have received satisfactory evidence that all other Indebtedness or preferred stock of Holdings or its Subsidiaries (other than as described in clause (viii) above) has been terminated and all amount thereunder paid in full and that arrangements shall have been made for the termination of all Liens granted in connection therewith; (x) the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Transactions shall not exceed approximately $77,000,000; (xi) the factoring arrangements relating to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) Italian JV shall be redeemed in full force and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)effect. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Any single transaction or related series of transactions pursuant to which (ai) As promptly Owner by election, reorganization, merger, consolidation, stock transfer, transfer of title to the Retirement Community or otherwise) is or becomes a "Real Estate Investment Trust" or "Qualified REIT Subsidiary," or the partner in a partnership in which the general partner is a "Real Estate Investment Trust" or "Qualified REIT Subsidiary," as practicablesuch terms are defined in the Internal Revenue Code of 1986 ("Code"), but and (ii) in no event later than three connection therewith, Owner, as landlord (3"Landlord"), enters into a lease ("Operating Lease") Business Days of all or substantially all of the Retirement Community to an operating company ("Tenant"), and transfers to the Tenant certain non-real estate assets (such as FF&E) included within the Retirement Community, shall constitute a "REIT" Transaction." With respect to each REIT Transaction during the Term of this Agreement, the following provisions shall apply: A. The reorganization, merger, consolidation, stock transfer, or transfer of title to the Retirement Community shall, to the extent the same constitutes a Sale of the Retirement Community, be subject to all requirements of Article 18; however, from and after the satisfaction or, if permissible, waiver consummation of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at REIT Transaction, the ClosingTenant, it being understood that not the occurrence of the Closing shall remain subject to the satisfaction orLandlord, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, treated as the case may be, "Owner" for purposes of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. B. Any consideration paid in connection with the REIT Transaction shall not constitute a Secured Loan, but any mortgage financing placed (ceither at the time of the REIT Transaction or later) On on the Closing DateLandlord's interest in the Retirement Community will be treated as a Secured Loan, and the proceeds of each such Secured Loan will be aggregated with all outstanding Secured Loans, which encumber either the Landlord's interest in the Retirement Community or the Tenant's leasehold interest in the Retirement Community, for the purposes of determining whether a given Secured Loan qualifies as a Qualified Loan. C. Payments pursuant to the Operating Lease shall not be treated as Operating Expenses, except for Impositions and similar items which would have been treated as Operating Expenses in the absence of such REIT Transaction. D. All subsequent sales, transfers or assignments of either the Landlord's interest in the Retirement Community of the Tenant's leasehold interest in the Retirement Community will be treated as a Sale of the Retirement Community, to the extent applicable. E. Owner will not enter into any REIT Transaction unless on or before consummation of the REIT Transaction, Operator and the proposed Landlord execute a mutually satisfactory attornment agreement pursuant to which, as set forth in of the Plan date of Arrangementtermination of the Operating Lease, the following provisions of this Agreement will (unless there has been an Event of Default or other event entitling either party to terminate this Agreement) be binding both on Operator and on Landlord (as the successor "Owner"); such attornment agreement will also contain an immediately effective provision which will incorporate the terms of the Section 6.06 of this Agreement, binding on both Operator and on Landlord. F. If requested by the Landlord or Tenant, Operator agrees to execute and deliver any amendment to this Agreement which is reasonably required for the REIT Transaction to comply with the requirements of the Code, provided that Operator shall occur in be under no obligation to amend this Agreement if the order set forth below: result of such amendment would be: (i) to reduce, defer or delay the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance amount of the Company Convertible PIPE Preferred Shares; any payment to be made to Operator hereunder; (ii) Company SAFE Conversion; to materially increase Operator's obligations under this Agreement; (iii) to change the Company Preferred Conversion; Term of this Agreement; (iv) to cause the PIPE Financing; Retirement Community to be operated other than pursuant to the Marriott Standards; (v) the SPAC Class B Conversion; to amend materially either Section 8.02 or Article 14; or (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption to otherwise materially affect Operator's rights and/or obligations under this Agreement. Any such amendment shall take effect as of the NewCo Closing Articles and consummation of the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up AgreementREIT Transaction. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 VII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7VII. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation Domestication upon the terms and subject to the conditions set forth in this Agreement. (c) Not later than one Business Day prior to the Closing Date, following the Domestication, the Company shall provide SPAC the SPAC Amalgamation Certificate and, subject only to the satisfaction or waiver of the SPAC Amalgamation Conditions Precedent, (A) the SPAC Amalgamation shall occur, (B) New SPAC shall adopt the New SPAC Articles, (C) the officers and directors of SPAC shall become the officers and directors of New SPAC, (D) New SPAC shall assume the SPAC Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the SPAC Amalgamation and (E) the New SPAC Class A Common Share received by the Company in connection with the SPAC Amalgamation will be purchased for cancellation for cash equal to the subscription price for the common share of NewCo, in each case upon the terms and subject to the conditions set forth in the Plan of Arrangement. (d) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred SharesClass B Conversion; (ii) the Company SAFE ConversionWarrant Settlement; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Company Closing Articles (the occurrence of such event, being the “Company Amalgamation Effective Time”); and; (viiiiv) the New SPAC Articles shall be replaced with the New SPAC Closing Articles; (v) New SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation Lock-Up Shareholder shall become bound by the Lock-Up Agreement; and (vi) the SPAC Redemption. (de) On the Closing Date, following at the Company Amalgamation Effective Time, pursuant to the SPAC Continuation Articles Organizational Documents and in accordance with the Plan of Arrangement, each New SPAC Class A Common Share issued and outstanding immediately prior to the Company Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares Shareholder has validly exercised and not revoked its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from the New SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Company Amalgamation Effective Time, the New SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (ef) In the event that the New SPAC Class A Common Share and New SPAC Warrants comprising a single New SPAC Unit have not been detached so as to permit separate transferability or trading thereof prior to the Company Amalgamation Effective Time, then effective at the Company Amalgamation Effective Time, any and all New SPAC Units shall be automatically detached and broken out into their constituent parts, such that a holder of one New SPAC Unit shall thereupon hold one New SPAC Class A Common Share and one-half of one New SPAC Warrant. (g) On the Closing Date, at the Company Amalgamation Effective Time, each officer and director of the New SPAC immediately prior to the Company Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableThe following transactions shall have been or shall concurrently be consummated, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the each case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject conditions reasonably satisfactory to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth beloweach Agent and each Lender: (i) The Offer shall be consummated (x) for consideration (including the Company repayment of Indebtedness but excluding related fees and expenses) the cash component of which does not exceed the amount as calculated pursuant to the Acquisition Agreement, (y) in compliance with law and (z) substantially in accordance with the Acquisition Documentation. The Acquisition Agreement shall amend be in full force and restate effect and shall be reasonably satisfactory to the Company Articles by adopting Lenders (it being agreed that the Company A&R Articles toAcquisition Agreement in effect on March 22, among other things2010 is satisfactory) and no provision thereof shall have been amended, create waived or otherwise modified or supplemented (including any change in purchase price or waiver of termination fees) in any manner that is material and authorize adverse to the issuance Lenders without the prior written consent of the Company Convertible PIPE Preferred SharesAdministrative Agent. The Administrative Agent shall have received copies of each of the Acquisition Documentation, including any amendments, supplements or modifications with respect to any of the foregoing, each certified by the Borrower to be true and correct copies; (ii) Company SAFE Conversion;The Borrower shall have furnished to the Administrative Agent reasonably detailed calculations of the Blocked Amount as of the Closing Date (after giving effect to the consummation of the Offer and the payments to be made in connection therewith) and shall certify that the Term Commitment (after the reductions thereto on the Closing Date) and cash on hand shall equal or exceed the Blocked Amount. (iii) the Company Preferred Conversion; The Administrative Agent shall have received or shall concurrently receive satisfactory evidence that (ivx) the PIPE Financing; Existing Revolving Credit Facility shall have been terminated and all amounts thereunder shall have been paid in full and satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith; and (vy) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued that no Group Members shall have any Indebtedness or preferred Capital Stock outstanding other than pursuant to the Amalgamation shall become bound by Loan Documents and other Indebtedness listed on Schedule 8.2 and (z) no default exists under any Indebtedness of the Lock-Up Agreementtype described in clause (a) of the definition thereof with an aggregate principal amount greater than $15,000,000. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) No later than immediately prior to the SPAC Continuation, each SPAC Class A Common Share issued and outstanding immediately prior to the SPAC Continuation with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the SPAC shall cause the Trustee in accordance with Section 6.13 to make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (c) Not later than one Business Day prior to the Closing DateDate and after the SPAC Redemption, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (cd) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.”

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company Administrative Agent shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance have received certified copies of the Company Convertible PIPE Preferred Sharesfinal executed Closing Date Acquisition Agreement and any escrow agreement, note, guaranty and other material agreement, instrument or document entered into in connection therewith (including all schedules, exhibits, amendments, supplements, modification, assignments and all other documents delivered pursuant thereto or in connection therewith), each of which shall be in form and substance reasonably satisfactory to Administrative Agent; (ii) Company SAFE ConversionAll conditions precedent to the Closing Date Acquisition set forth in the Closing Date Acquisition Agreement shall have been satisfied (without any amendment, modification or waiver of any condition that would be adverse to the Lenders without the consent of Administrative Agent) and the Closing Date Acquisition shall have been consummated in accordance with the Closing Date Acquisition Agreement (without any amendment, modification or waiver of any provision that would be adverse to the Lenders without the consent of Administrative Agent) and with all material requirements of law; (iii) All Governmental Authorizations, shareholder and corporate consents and all material consents of other Persons, in each case that are necessary in connection with the Company Preferred Conversion;Transactions and the other transactions contemplated by the Loan Documents, shall have been obtained, and each of the foregoing shall be final and in full force and effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions or the other transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired; and (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant Each other Transaction to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On be consummated on the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and Date shall have been consummated (or shall substantially simultaneously be consummated) in accordance with the Plan terms of Arrangementthe documents governing such transactions and otherwise in compliance with all requirements of law. It is acknowledged and agreed that the documents and other deliverables referenced in Section 5.19 shall not be provided on the Closing Date but shall be delivered within the periods specified in Section 5.19 (or such longer periods as the Administrative Agent, in its reasonable discretion, shall have agreed). Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each SPAC Class A Common Share issued Loan Document and outstanding immediately prior each other document required to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPACapproved by any Agent or Lenders, in cashas applicable, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On on the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicableThe following transactions shall have been or shall concurrently be consummated, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the each case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject conditions reasonably satisfactory to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth belowAdministrative Agent and each Lender: (i) The Location Labs Acquisition shall be consummated substantially concurrently with the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance closing of the Company Convertible PIPE Preferred SharesFacilities in compliance with law and in accordance with the Location Labs Acquisition Agreement, in each case, in all material respects. The Location Labs Acquisition Agreement shall be in full force and effect with no provision thereof or the schedules or exhibits thereto amended, waived or otherwise modified or supplemented (including any change in the purchase price or structure of the Location Labs Acquisition, any increase in the Maximum Deferred Merger Consideration (as defined in the Location Labs Acquisition Agreement), and any amendment, waiver, or modification of the term Location Labs Material Adverse Effect which, in each case, shall be deemed material and adverse to the interests of the Lenders) in a manner that is materially adverse to the interests of the Lenders or Arrangers without the prior written consent of Administrative Agent (at the direction of the Requisite Lenders) and Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned); (ii) Company SAFE Conversion; Administrative Agent and Arrangers shall have received or shall concurrently receive reasonably satisfactory evidence that (iiix) the Company Preferred Conversion; Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and all Liens in connection therewith shall have been discharged, and (ivy) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption neither of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence Borrowers nor any of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued their Subsidiaries shall have any Indebtedness or Disqualified Equity Interests outstanding other than pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, Credit Documents or Indebtedness permitted pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)Section 6.01 hereof. (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Pursuant to an agreement to be entered into among the Borrower, its associated management companies and the other parties thereto (the "Restructuring Agreement"), the Borrower will elect to be treated as a subchapter C operating company and will become the 100% parent corporation of corporations that will own the businesses of Corrections Corporation of America, Prison Management Services, Inc. and Juvenile and Jail Facility Management Services, Inc., each an associated company of the Borrower (collectively, the "Acquired Entities"), by stock purchase, merger, reverse merger or otherwise, for $38,300,000 in the form of stock of the Borrower and cash (the "Restructuring"). Simultaneously with the completion of the Restructuring, pursuant to a securities purchase agreement, Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Real Estate Partners III L.P. and/or their affiliates (collectively, the "Blackstone Funds"), an investment fund managed by Fortress Investment Group (the "Fortress Fund" and together with the Blackstone Funds, the "Funds") and one or more co-investors that may be selected by the Blackstone Funds or the Fortress Fund (together with the Funds, the "Fund Investors") will purchase from the Borrower (the "Funds Purchase") convertible preferred stock having the terms set forth on Annex III hereto (the "New Preferred Stock") for up to $350,000,000, at least $315,000,000 of which will be purchased by the Closing Date (as defined below), subject to the Rights Offering (as defined below). The Fund Investors will also receive as part of the Funds Purchase warrants to purchase common stock of the Borrower having the terms set forth on Annex III hereto (the "New Warrants"). Following completion of the Funds Purchase, the Fund Investors will own on a fully diluted basis approximately 25.0% of the outstanding equity of the Borrower before the exercise of any New Warrants, subject to the Rights Offering. Concurrent with the consummation of the Restructuring and prior to the consummation of the Funds Purchase, the Borrower will consummate a rights offering to its existing stockholders (the "Rights Offering") pursuant to which such stockholders will be entitled to purchase, at the same price per share to be paid by the Fund Investors 184 2 in the Funds Purchase, up to $75 million of a separate series of preferred stock of the Borrower having substantially the same economic rights as the New Preferred Stock (the "Rights Offering Preferred") (and will receive a pro rata portion of the New Warrants in connection therewith), provided that the Fund Investors will purchase sufficient New Preferred Stock so that, when combined with the gross proceeds of the Rights Offering, the total gross proceeds to the Borrower on the Closing Date is at least $315 million (the Fund Investors, together with any existing stockholders purchasing in such Rights Offering, are referred to collectively herein as the "Investors"). Concurrent with the consummation of the Restructuring, the Funds Purchase and the Rights Offering, (a) As promptly as practicablethe Borrower will obtain, but and make the initial borrowing in no event later than three the amount of $975,000,000 under, the senior secured credit facilities described below under the caption "Senior Secured Facilities" (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing"Senior Secured Facilities"), a closing (b) the Borrower will use the proceeds from this borrowing, together with the Funds Purchase and the Rights Offering, to fund the cash component of the Transactions (as defined below) as set forth below under the “Closing”caption "Purpose" and Annex II hereto and (c) costs and expenses (the "Transaction Costs") incurred in connection with the Transactions will be paid. Prior to or concurrent with the initial borrowing under the Senior Secured Facilities, the Borrower and each of its subsidiaries and the Acquired Entities will prepay or repurchase in full all of their existing indebtedness (other than (a) $100,000,000 aggregate principal amount of 12% Senior Notes Due 2006 (the "Existing High Yield Bonds") issued under an indenture, as supplemented by an indenture supplement, dated as of June 11, 1999 between the Borrower and State Street Bank and Trust Company, as trustee (the "High Yield Bonds Indenture"), (b) $70,000,000 aggregate principal amount outstanding under two series of convertible notes (the "Existing Convertible Notes") (subject to obtaining consents to amendments to such series of convertible notes permitting them to remain outstanding following consummation of the Restructuring) and (c) certain other indebtedness to be agreed upon (collectively, the "Existing Indebtedness")), including all amounts outstanding (the "Repaid Debt") under existing bank debt of approximately $960,800,000 pursuant to (i) the Amended and Restated Credit Agreement dated as of August 4, 1999, among the Borrower, the guarantors party thereto, the lenders party thereto and the other 185 3 parties thereto (the "Existing Prison Realty Bank Agreement"), (ii) the Revolving Line of Credit dated as of August 17, 1999, between Prison Management Services, Inc. and AmSouth Bank and the Revolving Line of Credit dated as of August 17, 1999, between Juvenile and Jail Facility Management Services, Inc. and AmSouth Bank (the "Existing Service Company Bank Agreements"), and (iii) the Loan and Security Agreement dated as of March 1, 1999, by and among Corrections Corporation of America, the lenders party thereto and Foothill Capital Corporation, as agent for such lenders (together with the Existing Prison Realty Bank Agreement and the Existing Service Company Bank Agreements, the "Existing Bank Agreements"). The Existing Bank Agreements and all agreements and documentation evidencing the Repaid Debt, and any related guarantee and collateral documents, shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7terminated. The date on which transactions described in the Closing shall occur is foregoing paragraphs, including the Restructuring, the Funds Purchase and the Rights Offering, are collectively referred to herein as the “Closing Date”"Transactions". (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date.”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time SPAC Continuation with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after (the “SPAC Redemption”) and, at the Amalgamation Effective Time, SPAC shall cause the Trustee in accordance with Section 6.13 to make such cash payments in respect of each such Redemption Share Share; and (ii) after the “SPAC Redemption”), SPAC shall complete the SPAC Continuation. (ec) the Company shall complete a pre-closing recapitalization providing for, among other things, the conversion or the exchange of the then outstanding Company Securities, Company Shareholder Loans and Company Convertible Debentures into Company Shares (other than certain Company Convertible Debentures, which shall be converted into non-convertible debt securities of the Company) (collectively, the “Company Recapitalization”); (d) On the Closing DateDate following the Company Recapitalization, at in accordance with the terms of this Agreement and the Plan of Arrangement: (i) the PIPE Financing shall be consummated pursuant to the Subscription Agreements and in connection therewith and in accordance with the Sponsor Letter, Sponsor will transfer an aggregate of 3,000,000 SPAC Class B Common Shares to the PIPE Investors proportionally to their investment in the PIPE Financing; (ii) the SPAC Class B Conversion shall occur; (iii) the SPAC Warrant Conversion shall occur; (iv) the SPAC Class A Common Shares shall be redesignated as SPAC Common Shares; (v) the articles of SPAC shall be amended such that the SPAC will be authorized to issue an unlimited number of SPAC Common Shares and preferred shares, and the rights, privileges, restrictions and conditions of such shares will be as agreed by SPAC and the Company, acting reasonably; (vi) NewCo and the Company will consummate the Amalgamation and form the Amalgamated Company (the occurrence of such event, being the “Amalgamation Effective Time”), except that the legal existence of NewCo will not cease and NewCo will survive the Amalgamation as the Amalgamated Company, and pursuant to the Amalgamation: a. each officer then issued and director outstanding share of SPAC immediately NewCo shall be cancelled and exchanged for one common share of the Amalgamated Company; b. each then issued and outstanding Company Share outstanding shall be cancelled and exchanged for the Consideration Shares; c. the articles and bylaws of the Amalgamated Company will be as set out in the Plan of Arrangement mutually agreed between the Company and SPAC; d. the directors and officers of the Amalgamated Company shall be those individuals nominated by the Company prior to the Amalgamation Effective Time Closing, all in accordance with the terms of the Plan of Arrangement; e. each then issued and outstanding PIPE Warrant (as defined below) shall resign be exchanged for a warrant to acquire one SPAC Common Share, at a per share exercise price equal to the per share exercise price for the SPAC Warrants; and f. each then issued and outstanding Company Option shall be replaced by exchanged for an option to acquire the Post-Closing Officers SPAC Exchange Options, each at a per share exercise price (rounded up to the nearest cent) equal to the SPAC Exchange Option Exercise Price, in each case, in accordance with the provisions of applicable Law (including Sections 424(a) and Directors.Section 409A of the Code and subsection 7(1.4) of the Canadian Tax Act); (fvii) On the Closing DateCompany Equity Incentive Plan will terminate; (viii) SPAC shall issue to the Sponsor 500,00 SPAC Common Shares, in accordance with the terms of the Sponsor Letter; (ix) the articles of SPAC will be amended to provide that SPAC shall be renamed to a name selected by the Company.; and (gx) On or as soon as practicable after the Post-Closing Date, Officers and Directors will become the SPAC Common Shares shall trade on NASDAQdirectors and officers of SPAC.

Transactions. (a) As promptly as practicableThe following transactions shall have been consummated, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the each case on terms and conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject reasonably satisfactory to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth belowLenders: (i) the Company Borrower shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize have received at least $150,000,000 in gross cash proceeds from the issuance of the Company Convertible PIPE Preferred Shares2003 Senior Subordinated Notes (the “2003 Issuance”) and shall have used all such proceeds to consummate a portion of the Transactions; (ii) Company SAFE Conversion;the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Transactions shall not exceed $16,000,000 in the aggregate; and (iii) the Company Preferred Conversion; The Administrative Agent shall have received satisfactory evidence that (ivA) the PIPE Financing; (v) $475,000,000 Amended and Restated Credit Agreement, dated as of March 21, 2000, among Holdings, the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamationlenders therein, including the adoption of the NewCo Closing Articles JPMorgan Chase Bank, as administrative agent thereunder, and the new SPAC Closing Articles (the occurrence of such eventCredit Suisse First Boston and Fleet National Bank, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation as co-documentation agents thereunder shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and have been repaid in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights full (the “Redemption SharesBank Debt Repayment”), (B) approximately $138,726,372 shall be redeemed and paid in partial redemption of the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share Senior Discount Debentures (the “SPAC Redemption”). (e) On on the Business Day following the Closing DateDate with the proceeds of an intercompany loan from the Borrower to Holdings (the “Intercompany Loan”), at (C) all outstanding Hedge Agreements of the Amalgamation Effective TimeBorrower shall have been retired and terminated (the “Hedge Retirement”), each officer and director (D) other Indebtedness of SPAC immediately prior to Holdings and its Subsidiaries (other than amounts outstanding as permitted hereunder) shall have been repaid, redeemed, repurchased or terminated and all amounts payable in connection therewith shall have been indefeasibly paid in full (the Amalgamation Effective Time “Refinancing”, together with the 2003 Issuance, the Bank Debt Repayment, the Redemption, the Intercompany Loan and the Hedge Retirement, collectively, the “Transactions”), and satisfactory arrangements shall resign and be replaced by have been made for the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable termination of all Liens granted in connection therewith. Immediately after the Closing Date, neither Holdings nor the SPAC Common Shares Borrower nor any of their respective Subsidiaries shall trade on NASDAQhave any Indebtedness other than (A) the 2003 Senior Subordinated Notes, (B) the 1999 Senior Subordinated Notes, (C) the Senior Discount Debentures, (D) the 2002 Holdings Bridge Notes, (E) the Intercompany Loan, (F) the Loans, (G) any Letters of Credit outstanding, and (H) other Indebtedness to the extent permitted by Section 7.2.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day On or prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and but subject to the last sentence of this clause (n), (i) all of the conditions set forth in this Agreement. (c) On precedent to the Closing Date, as set forth release of the Escrow Funds that are required to be described in the Plan of Arrangement, the following shall occur officers’ certificate specified in the order set forth below: Time of Sale Information and the Offering Memorandum shall have been satisfied, (iii) the Company shall amend have entered into the Senior Credit Facility Documentation on substantially the terms described in each of the Time of Sale Information and restate the Company Articles Offering Memorandum and otherwise in form and substance reasonably satisfactory to the Representative, all conditions precedent to borrowings thereunder shall be satisfied or waived (without waiver or amendment of any material provision thereof unless consented to by adopting the Company A&R Articles toRepresentative), among no default shall exist thereunder and the Initial Purchasers shall have received conformed counterparts thereof and all other thingsdocuments and agreements entered into and received thereunder in connection with the closing of the Senior Secured Credit Facility, create (iii) each of the other components of the Transactions shall have been consummated in a manner consistent in all material respects with the description thereof in each of the Time of Sale Information and authorize the issuance Offering Memorandum (including, without limitation, the funding and consummation of the purchase of the Company Convertible PIPE Preferred Shares; pursuant to the Acquisition Agreement) (iiwithout waiver or amendment of any material provision thereof unless consented to by the Representative) Company SAFE Conversion; (iii) the Company Preferred Conversion; and (iv) Funding shall have merged with and into the PIPE Financing; Company. In the event of an Escrow Closing, (vx) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time this condition precedent with respect to which a holder each of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed Specified Issuers and the holder thereof Subsidiary Guarantors shall not be entitled to receive from SPACeffective and, in cashlieu thereof, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior become a condition precedent to the Amalgamation Effective Time release of the Escrow Funds under the Escrow Agreement and (y) clause (iv) above shall resign and be replaced by become a condition precedent to the Post-Closing Officers and Directors. (f) On release of Escrow Funds under the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after Escrow Agreement; provided however that on the Closing Date, the SPAC Common Shares Representatives shall trade on NASDAQhave received a certificate of an executive officer of each of the Issuers, Parent and each of the Subsidiary Guarantors (which may be combined with each of the respective officer’s certificates required by Section 6(d) of this Agreement) attaching the forms of each of the Transaction Documents to which such entity is a party that have not yet been entered into, and certifying that such forms of Transaction Documents are the forms that will be entered into by the Issuers, Parent and the Subsidiary Guarantors, as applicable, as a condition precedent to the release of the Escrow Funds under the Escrow Agreement.

Transactions. The Merger shall have been consummated, or substantially simultaneously with the initial borrowings of the Loans hereunder, shall be consummated in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendments, waivers or consents to the Merger Agreement by HMAN that are materially adverse to the interests of the Initial Term Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned; provided, that (a) As promptly any decrease in the aggregate merger consideration (x) of up to 10% shall not be materially adverse to the interests of the Initial Term Lenders in their capacities as practicablesuch, but (y) greater than 10% shall not be materially adverse to the interests of the Initial Term Lenders in no event later their capacities as such so long as such decrease is allocated, to the extent reducing any merger consideration payable in cash, to reduce the Initial Term Loans ratably (or on a greater than three pro rata basis) with the PIPE Investment, and (3z) Business Days after reducing only consideration payable in stock shall not be materially adverse to the satisfaction orinterests of the Initial Term Lenders in their capacities as such, if permissible(b) any increase in the purchase price shall not be materially adverse to the Initial Term Lenders in their capacities as such so long as such increase is funded by amounts permitted to be drawn hereunder, any increase in the PIPE Investment and/or the proceeds of Qualified Capital Stock, (c) any amendment, waiver or consent to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Initial Term Lenders in their capacities as such, (d) other than with respect to the foregoing clause (c), the granting of any consent or waiver under the Merger Agreement that is not materially adverse to the interests of the Initial Term Lenders in their capacities as such shall not otherwise constitute an amendment or waiver, and (e) the granting of any consent or waiver under the Merger Agreement with respect to any condition to closing based on (i) Closing Available Proceeds (as defined in the Merger Agreement) in Section 7.1(e) of the Merger Agreement, (ii) Cash and Cash Equivalents (as defined in the Merger Agreement) in Section 7.1(f) of the Merger Agreement, and/or (iii) Post-Closing Indebtedness (as defined in the Merger Agreement) in Section 7.1(g) of the Merger Agreement, in each case, shall not be materially adverse to the interests of the Initial Term Lenders in their capacities as such. For purposes of determining whether the conditions set forth specified in Article 7 this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (other than those conditions that by their nature are or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied at the Closingwith, it being understood that the occurrence of the Closing shall remain subject each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the satisfaction or, if permissible, waiver of Administrative Agent or such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiverLender, as the case may be. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) the granting of liens in the Collateral owned by Holdings, the Borrower and each Subsidiary Guarantor to the extent perfection of a Lien on such Collateral may be perfected solely by the filing of a financing statement under the UCC, (ii) a pledge of the Capital Stock of the Borrower to the extent such pledge may be perfected on the Closing Date by the delivery of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (iii) a pledge of the Capital Stock of each subsidiary required to be a Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such Subsidiary Guarantor is a currently a “subsidiary guarantor” under the Existing Term Facility whose stock or equivalent certificates have been pledged and delivered to the administrative agent under the Existing Term Facility (unless due to the COVID-19 pandemic, obtaining any such stock certificates from the administrative agent under the Existing Term Facility is impractical, in which case, such stock certificates shall be delivered to the Administrative Agent within five (5) Business Days after the Closing Date (or such later date as the Administrative Agent may reasonably agree) and (iv) the Guarantee by Holdings and each material Subsidiary Guarantor)), then the provision (and/or perfection) of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability or initial funding of the Credit Facilities on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days (or five (5) Business Days in the case of any Guarantee) after the Closing Date or such later date as the Administrative Agent may reasonably agree. For the avoidance of doubt, delivery of insurance certificates and lien searches are not conditions set forth in Article 7to the availability or funding of the Credit Facilities on the Closing Date but the Borrower shall use commercially reasonable efforts to deliver such insurance certificates and lien searches on the Closing Date or soon as thereafter as reasonably practicable. Section 1. 0b. Each Initial Delayed Draw Term Loan Extension. The date on obligation of each Initial Delayed Draw Term Lender to make any Initial Delayed Draw Term Loan Extension is subject to the satisfaction of the following conditions (which the Closing shall occur is referred be subject to herein limitation or modification pursuant to Sections 2.02(c) and (d)): (1) The Administrative Agent shall have received a Borrowing Request as the “Closing Date”required by Section 2.03. (b2) Not later than one Business Day prior to The representations and warranties of the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions Loan Parties set forth in this AgreementAgreement shall be true and correct in all material respects on and as of the date of such Borrowing; provided, that (A) to the extent that any representation and warranty specifically refers to a given date or period, it is true and correct in all material respects as of such date or for such period and (B) if any such representation and warranty is qualified by or subject to a Material Adverse Effect or other “materiality” qualification, such representation is true and correct in all respects; provided, further, that if such Initial Delayed Draw Term Loans are to be used as contemplated by Section 5.11(b)(i), the foregoing representations and warranties shall be limited to the Specified Representations. (c3) On the Closing DateNo Event of Default or Default under Sections 7.01(a), as set forth in the Plan of Arrangement, the following shall occur in the order set forth below:7.01(f) or 7.01(g) has occurred and is continuing or would result therefrom. (i4) The First Lien Leverage Ratio, would not exceed the Company shall amend greater of 3.50:1.00 and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance First Lien Leverage Ratio as of the Company Convertible PIPE Preferred Shares; then-most recently completed fiscal quarter (iibut no greater than 4.00:1.00) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamationcalculated on a Pro Forma Basis, including the adoption application of the NewCo Closing Articles and proceeds thereof (without “netting” the new SPAC Closing Articles (cash proceeds of the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant applicable Initial Delayed Draw Term Loans to the Amalgamation shall become bound by the Lock-Up Agreement. Borrower) and related transactions (d) On the Closing Date, following the Amalgamation Effective Time, pursuant and giving effect to the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”other permitted pro forma adjustments). (e5) On Concurrently with the Closing Datefunding of any Initial Delayed Draw Term Loans hereunder, at the Amalgamation Effective Time, each officer Delayed Draw Upfront Fee shall have been netted against the proceeds of such Initial Delayed Draw Term Loans in accordance with Section 2.12(b). Each Initial Delayed Draw Term Loan Extension shall be deemed to constitute a representation and director of SPAC immediately prior warranty by the Borrower on the date thereof as to the Amalgamation Effective Time matters specified in Sections 4.02(b) and 4.02(c); provided, however, notwithstanding anything to the contrary in this Section 4.02 or in any other provision of any Loan Document, the satisfaction of, and compliance with, the conditions in this Section 4.02 shall resign and be replaced determined, if elected by the Post-Closing Officers and DirectorsBorrower, in accordance with Section 1.10(a). (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days after It is the satisfaction or, if permissible, waiver intent of the conditions set forth in Article 7 parties that: (other than those conditions that by their nature are to be satisfied at i) The transactions contemplated hereby and the Closing, it being understood Merger Agreement provide that the occurrence Subject Units held by the Blocker Entity are excluded from the effect of the Closing shall remain subject Merger and will be treated as sale of the Blocker Interests to a directly wholly owned subsidiary of Parent for all U.S. federal income tax purposes and not as sale of the underlying Subject Units held by the Blocker Entity. For avoidance of doubt, (A) the Blocker Net Merger Consideration payable in respect of Blocker Interests is being paid directly by the Buyer and not pursuant to the satisfaction or, if permissible, waiver of such conditions at Merger Agreement and (B) the Closing), a closing Blocker Net Merger Consideration plus the Net Merger Consideration payable under the Merger Agreement shall be equal to the amount of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”Net Merger Consideration. (bii) Not later Each Selling Equityholder shall have no greater and no fewer rights or obligations with respect to the transactions, agreements, covenants, indemnities and other provisions of the Merger Agreement than one Business Day such Selling Equityholder would have had if, immediately prior to the Closing DateEffective Time, SPAC shall complete the SPAC Continuation upon Subject Units held by the terms Blocker Entity had instead been held directly by such Selling Equityholder (in proportion to such Selling Equityholder’s interest in the Blocker Entity) and subject been acquired by the Parent by virtue of the Merger pursuant to the conditions set forth Merger Agreement; provided, however, that nothing herein shall limit the rights or obligations of any Selling Equityholder with respect to such Blocker Entity as expressly provided in this Agreement. (ciii) On Each Parent Indemnified Person shall have no greater and no fewer rights or obligations with respect to the Closing Datetransactions, as set forth agreements, covenants, indemnities and other provisions of the Merger Agreement than such Parent Indemnified Person would have had if, immediately prior to the Effective Time, the Units held by the Blocker Entity had instead been held directly by such Selling Equityholder (in proportion to such Selling Equityholder’s interest in the Plan of Arrangement, Blocker Entity) and been acquired by the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles Parent by adopting the Company A&R Articles to, among other things, create and authorize the issuance virtue of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued Merger pursuant to the Amalgamation Merger Agreement; provided, however, that nothing herein shall become bound by limit the Lock-Up rights or obligations of any Parent Indemnified Person with respect to such Blocker Entity as expressly provided in this Agreement. (db) On Each party shall take such other actions and execute such other agreements as are reasonably necessary to assure that the Closing Datetransactions contemplated by the Merger Agreement and this Agreement, following when taken together, equitably reflect the Amalgamation Effective Time, pursuant relative rights and obligations of the respective parties (including the rights of the Parent Indemnified Persons and the Unitholders under the Merger Agreement) and the intent of the parties described in this Section 4.2. (c) Without limiting the generality of the foregoing and notwithstanding anything contained in this Agreement or in the Merger Agreement to the SPAC Continuation Articles and in accordance with contrary, none of the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time Parent Indemnified Persons shall have any obligations (including indemnity obligations) with respect to which a holder the ownership of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On Subject Units or as soon as practicable after a Unitholder under the Closing Date, the SPAC Common Shares shall trade on NASDAQMerger Agreement.

Transactions. (a) As promptly as practicable, but in no event later than three (3) Business Days Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 ‎Article VII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7‎Article VII. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior Prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing Date, following the Amalgamation Effective TimeDomestication, pursuant to the SPAC Continuation Articles and in accordance with the Plan of ArrangementOrganizational Documents, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares Shareholder has validly exercised and not revoked its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, practicable SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”). (c) Not later than one (1) Business Day prior to the Closing Date, SPAC shall complete the Domestication upon the terms and subject to the conditions set forth in this Agreement. (d) Not later than one (1) Business Day prior to the Closing Date, following the Domestication, the Company shall provide SPAC the SPAC Amalgamation Certificate and, subject only to the satisfaction or waiver of the SPAC Amalgamation Conditions Precedent, (A) the SPAC Amalgamation shall occur, (B) New SPAC shall adopt the New SPAC Articles, (C) the officers and directors of SPAC shall become the officers and directors of New SPAC, (D) New SPAC shall assume the SPAC Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the SPAC Amalgamation and (E) the New SPAC Class A Common Shares received by the Nominee in connection with the SPAC Amalgamation will be purchased for cancellation for cash equal to the subscription price for the common shares of Sio NewCo, in each case upon the terms and subject to the conditions set forth in the Plan of Arrangement. (e) On the Closing Date, the PIPE Financing shall be effected, such that New SPAC shall issue and sell to each PIPE Investor the number of New SPAC Class A Common Shares set forth in the applicable PIPE Subscription Agreement in exchange for the purchase price set forth therein. (f) On the Closing Date, the Credit Agreement shall be duly and validly executed and delivered by the Company, enforceable against the Company and the relevant Debt Financing Source(s) in accordance with its terms and, subject only to the conditions expressly stated therein, the Debt Financing, in the amounts set forth therein, shall be available. (g) On the Closing Date, the Royalty Agreement Proceeds shall be delivered to the Company in immediately available funds. (h) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company Warrant and Option Settlement; (ii) the Company Amalgamation, including the adoption of the Company Closing Articles (the occurrence of such event, being the “Company Amalgamation Effective Time”); (iii) the New SPAC Articles shall be replaced with the New SPAC Closing Articles; and (iv) New SPAC and each Lock-Up Shareholder shall become bound by the Lock-Up Agreement. (i) In the event that the New SPAC Class A Common Share and New SPAC Warrants comprising a single New SPAC Unit have not been detached so as to permit separate transferability or trading thereof prior to the Company Amalgamation Effective Time, then effective at the Company Amalgamation Effective Time, any and all New SPAC Units shall be automatically detached and broken out into their constituent parts, such that a holder of one New SPAC Unit shall thereupon hold one New SPAC Class A Common Share and one-half of one New SPAC Warrant. (j) On the Closing Date, at the Company Amalgamation Effective Time, each officer and director of the New SPAC immediately prior to the Company Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”) in the following sequence (and, unless provided herein to the contrary, no step or sub-step in the sequence shall commence until the immediately preceding step or sub-step has been completed in its entirety): (a) As promptly as practicableOn or prior to the Pricing, but in no event later than three the applicable parties shall take the actions set forth below (3or cause such actions to take place): (i) Business Days after Pubco shall adopt and file with the satisfaction or, if permissible, waiver Secretary of State of the State of Delaware an amended and restated certificate of incorporation of Pubco, in the form attached hereto as Exhibit [●] (the “Second Amended and Restated Certificate of Incorporation”). (ii) The Board shall adopt amended and restated by-laws of Pubco in the form attached hereto as Exhibit [●]. (iii) (x) Alclear Investments Stockholder shall redeem all of the membership interests that KC and certain affiliates of KC beneficially hold in Alclear Investments Stockholder in exchange for corresponding membership interests in the Company and (y) following such redemption, KC and certain of such affiliates shall each contribute to Alclear Investments II Stockholder such membership interests in the Company in exchange for interests in Alclear Investments II Stockholder. (b) Immediately following Pricing and prior to the Form 8-A Effective Time, the applicable parties shall take the actions set forth below (or cause such actions to take place): (i) To the extent not previously exercised, expired or terminated in accordance with their terms, (x) the holders of unexercised Company warrants identified under Section (A) of Schedule [●] hereto shall exercise all of their vested unexercised Company warrants for Class B Units (the “Exercising Warrant Holders”); (y) Pubco and the holders of unvested Company warrants identified under Section (B) of Schedule [●] hereto (the “Exchanging Warrant Holders”), shall exchange all such warrants for new Pubco warrants representing the right to receive a number of Class A Common Stock based on the Hypothetical Liquidation Value of the Units underlying such warrants, and on the same economic terms and subject to the same other terms and conditions as the Company warrants and (z) to the extent that certain unvested Company warrants are not exercisable (which warrants are identified under Section (C) of Schedule [●] hereto), they will continue to remain outstanding and remain exercisable into Class B Units in accordance with their terms (until such time as such warrants are exercisable into Company Common Units in accordance with their Hypothetical Liquidation Value). (ii) If not completed prior to the Pricing, GA Collections and GA Collections 2, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit [●] hereto. (iii) The Company shall: (x) reclassify all Units outstanding or reserved for issuance, in each case, as of immediately prior to the Form 8-A Effective Time into the number of Company Common Units, in the aggregate, set forth on Schedule [●] hereto, which Schedule shall be based on such Units being reclassified into a number of Company Common Units (rounded up or down to the nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to ARTICLE VII of the Pre-Reclassification Company LLC Agreement had the Company been liquidated on the date of the Form 8-A Effective Time and gross proceeds from such liquidation been distributed to the members of the Company immediately prior to the Form 8-A Effective Time pursuant to ARTICLE VII of the Pre-Reclassification Company LLC Agreement in an aggregate amount equal to the total equity value of all Units immediately prior to the Form 8-A Effective Time that is implied by the IPO Price Per Share (with respect to each Unit, its “Hypothetical Liquidation Value”) and in a manner that optimizes the capital structure of the Company to facilitate the IPO, provided that any Company Common Units that were reclassified from unvested Profit Units will continue to be subject to vesting on the same terms as set forth in Article 7 the original award agreements under the MIP; (other than those conditions that by their nature are to be satisfied at y) amend and restate its limited liability company agreement in the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions form attached hereto as Exhibit [●] (the “ClosingPost-Reclassification Company LLC Agreement”) so that, among other things, (I) Pubco shall become the sole managing member of the Company and (II) after giving effect to the reclassification described in clause (iii)(x) above, each of the Persons listed on the Company Member Schedule shall be or become members of the Company and shall own the number of Company Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Member Schedule; and (z) as soon as reasonably practicable, provide written notice to each Post-Reclassification Company Member setting forth the Hypothetical Liquidation Value attributable to the Units previously held by electronic exchange thereby and the resulting number of deliverables Company Common Units then owned thereby. (iv) Pooling LLC shall: (x) reclassify (1) each Capital Unit and release Profit Unit (as each such term is defined in the Pooling LLC Agreement) outstanding as of signatures for the purpose Pricing into a number of confirming Pooling LLC Common Units equal to the satisfaction or, if permissible, waivernumber of Company Common Units into which such Capital Unit and Profit Unit (as each such term is defined in the Pooling LLC Agreement), as the case may be, shall be reclassified pursuant to Section 2.1(b)(iii), provided that all such Pooling LLC Common Units which result from the reclassification of the conditions set forth Profit Units in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and Pooling LLC that remained subject to the conditions set forth in this Agreement. (c) On the Closing Datecontractual vesting conditions, as set forth in the Plan award agreement under the MIP pursuant to which such interests were originally granted, will continue to be subject to the same vesting conditions; and (y) amend and restate its limited liability company agreement in the form attached hereto as Exhibit [●] (the “Pooling LLC Agreement”) so that, among other things, after giving effect to the reclassification described in clause (x) above, each of Arrangementthe Pooling Members shall own the number of Pooling LLC Common Units set forth opposite such Pooling Member’s name on the Pooling Member Schedule. (v) All Company RSUs shall be substituted with restricted stock units for Class A Common Stock (“PubCo RSUs”) through (x) the cancellation by the Company of all Company RSUs and (y) the grant by PubCo of PubCo RSUs subject to the same vesting terms as applied to the cancelled Company RSUs. PubCo shall provide written notice to each recipient of substituted PubCo RSUs setting forth the number of shares of Class A Common Stock subject to such PubCo RSUs. (vi) (x) Alclear Investments Stockholder shall make a capital contribution of [●] Company Common Units to Pubco in exchange for the issuance by Pubco of [●] shares of Class B Common Stock and (y) Alclear Investments II Stockholder shall make a capital contribution of [●] Company Common Units to Pubco in exchange for the issuance by Pubco of [●] shares of Class B Common Stock. (vii) Pooling LLC shall redeem all of its interests held by the persons identified on Schedule [●] hereto in exchange for the number of Company Common Units identified on such Schedule [●] hereto (the “Pooling Redemption”). (viii) Following the Pooling Redemption, Pooling LLC shall make a capital contribution of all of its Company Common Units to Pubco in exchange for the issuance by Pubco of [●] shares of Class A Common Stock; provided, that all shares of Class A Common Stock received in exchange for Unvested Company Common Units received in the reclassification described in clause (iii)(x) above shall remain subject to the same vesting conditions as were applicable to the interests in the Company from which such Unvested Company Common Units were reclassified, as set forth in the award agreement under the MIP pursuant to which such interests were originally granted. (ix) Immediately prior to the Form 8-A Effective Time, after giving effect to the reclassification described in clause (iii)(x) above, the following Company and Pubco shall occur exchange all of the Company Common Units other than those held by the Post-Reclassification Company Members identified on Schedule [●] hereto for an equal number of Class A Common Stock; provided, that all shares of Class A Common Stock received in exchange for Unvested Company Common Units received in the reclassification described in clause (iii)(x) above shall remain subject to the same vesting conditions as were applicable to the interests in the Company from which such Unvested Company Common Units were reclassified, as set forth in the award agreement under the MIP pursuant to which such interests were originally granted. (x) The Company shall sell to Pubco, and Pubco shall repurchase from the Company, all of the Company’s outstanding shares of common stock in Pubco for $100 (prior to giving effect to the Blocker Merger Agreements, the Class C Subscription Agreements and the Class D Subscription Agreements). (xi) On or prior to the date hereof, the Company shall have formed each of the Blocker Merger Subs. Pursuant to merger agreements, each in the form attached hereto as Exhibit [●] (the “Blocker Merger Agreements”), each Blocker Merger Sub shall merge with and into its respective Blocker Entity sequentially in the order described on Schedule [●] hereto, with such Blocker Entity continuing as the surviving company of such merger and becoming a wholly-owned subsidiary of Pubco, and the owners of each Blocker Entity shall receive the number of shares of Class A Common Stock equal to the number of Company Common Units set forth below:opposite such Blocker Entity’s name on the Company Member Schedule (the mergers described in this Section 2.1(b)(xi), the “Blocker Mergers”). (ixii) Immediately following each Blocker Merger, each surviving Blocker Entity thereof shall merge into Pubco sequentially in the order described on Schedule [●] hereto, with Pubco surviving each such merger. (xiii) Immediately following each Blocker Mergers, as a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, each holder of Company Common Units after the consummation of transactions contemplated by clauses (vii), (ix) and (x) (the “Post-Reclassification Company Members” (other than Pubco, Alclear Investments Stockholder and Alclear Investments II Stockholder) shall enter into a Subscription Agreement in the form attached hereto as Exhibit [●] (collectively, the “Class C Subscription Agreements”), whereby such Post-Reclassification Company Member (each, a “Class C Subscriber”) shall subscribe for, and Pubco shall issue to each such Class C Subscriber upon a cash payment therefor in an amount equal to $0.00001 par value per share, the number of shares of Class C Common Stock (the “Class C Shares”) equal to the number of Company Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Member Schedule. (xiv) Immediately following the Blocker Mergers, as a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, Alclear Investments Stockholder and Alclear Investments II Stockholder shall each enter into a Subscription Agreement in the form attached hereto as Exhibit [●] (the “Class D Subscription Agreements”), whereby Alclear Investments Stockholder and Alclear Investments II Stockholder shall subscribe for, and Pubco shall issue to Alclear Investments Stockholder and Alclear Investments II Stockholder upon a cash payment therefor in an amount equal to $0.00001 par value per share, the number of shares of Class D Common Stock (the “Class D Shares”) equal to the number of Company Common Units set forth opposite Alclear Investments Stockholder’s and Alclear Investments II Stockholder’s respective name on the Company Member Schedule. (xv) As a condition to receiving Company Common Units in the reclassification described in clause (iii)(x) above, each of the Post-Reclassification Company Members shall enter into an Exchange Agreement with the Company and Pubco in the form attached hereto as Exhibit [●] (the “Exchange Agreement”), whereby each such Post-Reclassification Company Member shall be permitted to exchange with Pubco its Company Common Units and shares of Class C Common Stock or Class D Common Stock, as the case may be, for shares of Class A Common Stock or Class B Common Stock, as applicable. (xvi) As a condition to entering into the Exchange Agreement, Pubco and the Post-Reclassification Company Members shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit [●]. (xvii) The Company shall amend and restate the MIP in the form attached hereto as Exhibit [●]. (xviii) Pubco, the Post-Reclassification Company Articles by adopting Members (other than Pubco), Alclear Investments Stockholder and Alclear Investments II Stockholder shall enter into a Registration Rights Agreement in the Company A&R Articles to, among other things, create and authorize form attached hereto as Exhibit [●]. (xix) Pooling LLC shall make a distribution to the issuance remaining Pooling Members of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC shares of Class B Conversion; (vi) the SPAC Warrant Conversion; A Common Stock issued to Pooling LLC pursuant to clause (vii) above in accordance with the AmalgamationPooling Member Schedule; provided, including that any such shares of Class A Common Stock which resulted from the adoption reclassification of Profit Units that, prior to the NewCo Closing Articles and Pricing, remained subject to the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued contractual vesting terms pursuant to the Amalgamation original award agreement with respect to such Profit Units will continue to be subject to the same vesting conditions. (c) Immediately following the IPO Closing, Pubco shall become bound acquire from the Company, at a price per Company Common Unit equal to the IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid in the IPO Closing with respect to the Offering Amount) an aggregate number of Company Common Units equal to the number of shares of Class A Common Stock so purchased in the IPO Closing; provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the Lock-Up Agreementamount of any IPO Offering Expenses borne by Pubco and not otherwise reimbursed. (d) On the Closing Date, If at any time following the Amalgamation Effective Time, pursuant IPO Closing the underwriters exercise their option to the SPAC Continuation Articles and in accordance with the Plan purchase additional shares of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior Stock from Pubco, Pubco shall acquire from the Company, at a price per Company Common Unit equal to the Amalgamation Effective Time IPO Price Per Share (such that the Company shall be responsible for the underwriting discount per share paid with respect thereto), an aggregate number of additional Company Common Units equal to which a holder the number of SPAC additional shares of Class A Common Shares has validly exercised its Redemption Rights (Stock so purchased by the “Redemption Shares”) underwriters; provided that for administrative convenience and subject to the following sentence, the net amount per Company Common Unit paid to the Company by Pubco shall be redeemed the Discounted Price. The aggregate purchase price for such Company Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any additional IPO Offering Expenses borne by Pubco and the holder thereof shall be entitled not otherwise reimbursed (whether pursuant to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”Section 2.1(c) or otherwise). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (a) As promptly Luxco may from time to time propose that TCO undertake a Transaction by presenting to TCO prior to 12:00 Noon (New York time) at least three Business Days prior to the proposed Value Date of the requested Transaction a written request for TCO’s purchase of Metals (each a “Purchase Request”) substantially in the form of Exhibit A hereto. by copying AIA on a Purchase Request, Luxco authorizes AIA to act as practicableagent of Luxco in the execution of the proposed Transaction, but in no event later than including execution of the Purchase Offer for such proposed Transaction. Each Purchase Request shall include (i) a general description of the Metals to be purchased, (ii) the total price of the Metals to be paid by TCO to the Supplier, (iii) the Value Date, which shall be at least three (3) Business Days after the satisfaction or, if permissible, waiver date of the conditions set forth in Article 7 Purchase Request, and (other than those conditions that by their nature are to be satisfied at iv) the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing Murabaha Price is to be paid by Luxco in relation to such Transaction (the “Transaction Payment Date”). TCO and Luxco agree that the Transaction Payment Date for a Transaction shall occur on the last Business Day of each July, October, January and April during the term of this Agreement, commencing on July 31, 2006, and on the Termination Date; provided, however, that if any Transaction Payment Date would occur on a day that is referred not a Business Day, such Transaction Payment Date shall be extended to herein as the “Closing Date”next succeeding Business Day. (b) Not later than one Business Day prior On the Value Date for a proposed Transaction and subject, in the case of the initial Transaction only, to the Closing Datesatisfaction of the conditions specified in Article IV, SPAC TCO will confirm that it has purchased the Metals requested by Luxco in the relevant Purchase Request by executing and delivering to Luxco a purchase request confirmation in substantially the form of Exhibit B (the “Purchase Confirmation”; a signed Purchase Request and a signed Purchase Confirmation being referred to collectively as a “Transaction Confirmation”). In each Purchase Confirmation, TCO shall complete the SPAC Continuation upon (i) confirm (A) the terms on which the Metals specified in the related Purchase Request were purchased and subject (B) the willingness of TCO to sell such Metals to Luxco, (ii) quote the conditions set forth in this Agreementprice of the Metals paid by TCO, the quantity of such Metals and the total Purchase Price for the same, and (iii) state the Murabaha Price, as computed by TCO, to be paid by Luxco on the Transaction Payment Date. (c) On Luxco acknowledges and agrees that the Closing Dateobligation of TCO to arrange for the purchase of, as and to purchase, Metals in accordance with a Transaction Confirmation, is subject to the satisfaction of all applicable conditions precedent set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreementherein. (d) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and After it receives a Purchase Confirmation in accordance with Section 2.2(b), and after TCO purchases the Plan Metals specified in such Purchase Confirmation, Luxco covenants and agrees that it shall submit to TCO an offer, substantially in the form of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which Exhibit C (a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights (the “Redemption SharesPurchase Offer”) shall be redeemed and the holder thereof shall be entitled to receive from SPAC), in cash, an amount per share calculated which Luxco offers to purchase such Metals from TCO on the terms specified in accordance with the Transaction Confirmation of which such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share (the “SPAC Redemption”)Purchase Confirmation forms a part. (e) On the Closing DateBusiness Day on which TCO completes its purchase of Metals from the Supplier in accordance with this Section 2.2 and receives the Purchase Offer, at TCO covenants and agrees that it shall issue to Luxco an acceptance, substantially in the Amalgamation Effective Timeform of Exhibit D (a “Purchase Acceptance”) in which TCO accepts Luxco’s offer to purchase the Metals as set forth in the Purchase Offer, each officer and director of SPAC immediately prior subject to the Amalgamation Effective Time shall resign satisfaction of all applicable conditions precedent set forth herein. The Murabaha Price to be paid by Luxco for such Metals and be replaced by the Post-Closing Officers Value Date and Directors. (f) On Transaction Payment Date specified in the Closing Date, SPAC Transaction Confirmation and Purchase Offer shall be renamed confirmed by TCO in such Purchase Acceptance, and Luxco hereby agrees to a name selected by the Companypay such Murabaha Price to TCO on such Transaction Payment Date. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. The following transactions are to occur in the following order and be effective as of the closing date of the IPO (the “Effective Date”): (a) As promptly Spark Energy will adopt and file the Amended and Restated Certificate of Incorporation, substantially in the form attached hereto as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions Annex A (the “ClosingAmended Charter”) shall be and adopt the Amended and Restated Bylaws, substantially in the form attached hereto as Annex B (the “Amended Bylaws”), and the 1,000 shares of Spark Energy common stock, par value $0.01, held by electronic exchange of deliverables NuDevco Retail Holdings will be cancelled and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”$10.0 cash contribution returned. (b) Not later than one Business Day prior Upon filing of the Amended Charter and the adoption of the Amended Bylaws, Spark Energy will issue to Spark HoldCo [—] shares of newly issued Class B common stock, par value $0.01 per share (the Closing Date“Class B Common Stock”), SPAC shall complete and Spark HoldCo hereby accepts such contribution of the SPAC Continuation upon the terms and subject to the conditions set forth in this AgreementClass B Common Stock. (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below: (i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance Immediately upon completion of the Company Convertible PIPE Preferred Shares; transactions in Section 1.1(b) above, Spark HoldCo hereby distributes (ii1) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC to NuDevco Retail Holdings [—] shares of Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the AmalgamationCommon Stock, including the adoption constituting approximately 99% of the NewCo Closing Articles outstanding Class B Common Stock and (2) to NuDevco Retail [—] shares of Class B Common Stock, constituting approximately 1% of the new SPAC Closing Articles (the occurrence of such eventoutstanding Class B Common Stock, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC NuDevco Retail Holdings and NuDevco Retail hereby accepts such distribution of the Class B Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up AgreementStock. (d) On In recognition of the Closing Datetransactions in Section 1.1(b) and (c), following NuDevco Retail Holdings, NuDevco Retail and Spark Energy will enter into the Amalgamation Effective TimeSecond Amended and Restated Limited Liability Company Agreement of Spark HoldCo, pursuant to substantially in the SPAC Continuation Articles and in accordance with the Plan of Arrangement, each SPAC Class A Common Share issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder of SPAC Class A Common Shares has validly exercised its Redemption Rights form attached hereto as Annex C (the “Redemption SharesLLC Agreement”) shall be redeemed and the holder thereof shall outstanding membership interest in Spark HoldCo held by Spark Energy, NuDevo Retail and NuDevco Retail Holdings will be entitled to receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect converted into units of each such Redemption Share Spark HoldCo (the “SPAC RedemptionSpark HoldCo Units”). (e) On Following the Closing Dateexecution of the LLC Agreement as provided in Section 1.1(d) above, at Spark Energy will purchase [—] Spark HoldCo Units from NuDevco Retail Holdings using proceeds from the Amalgamation Effective TimeIPO, each officer constituting approximately [—]% of the outstanding Spark HoldCo Units, and director repay the previously issued $50,000 note payable held by NuDevco Retail Holdings, for an aggregate cash purchase price of SPAC immediately prior $[—]. Upon completion of the steps in Section 1.1(c) and this Section 1.1(e) and subject to the Amalgamation Effective Time shall resign adjustment as provided in Article II, Spark Energy, Inc. will own [—] Spark HoldCo Units, NuDevco Retail Holdings will own [—] Spark HoldCo Units and be replaced by the Post-Closing Officers [—] shares of Class B Stock and DirectorsNuDevco Retail will own [—] Spark HoldCo Units and [—] shares of Class B Common Stock. (f) On Immediately upon completion of the Closing Datetransactions in Section 1.1(e) above, SPAC shall be renamed (1) Spark HoldCo will execute and enter into its new credit facility (the “New Credit Facility”) and borrow $[—] million under the New Credit Facility and use such borrowings to repay the portion of the Seventh Amended and Restated Credit Agreement, dated as of July 31, 2013, among Spark Energy Ventures, LLC, as parent, Spark Energy Holdings, LLC, Spark Energy, LP, Spark Energy Gas, LP and AES, as co-borrowers and the lenders and other parties thereto (the “Existing Credit Facility”) allocated to Spark Energy, LLC, a name selected Texas limited liability company (“SE”), and Spark Energy Gas, LLC, a Texas limited liability company (“SEG”), pursuant to the Interborrower Agreement, dated as of May 31, 2014, by and among SE, SEG and AES (the Company“Interborrower Agreement”); and (2) AES will repay the portion of the Existing Credit Facility allocated to AES pursuant to the Interborrower Agreement. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.

Transactions. (ai) As promptly as practicable, but in no event later than three (3A) Business Days after the satisfaction or, if permissible, waiver There shall have been delivered to Agent true and correct copies of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”x) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day prior to the Closing Date, SPAC shall complete the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement. (c) On the Closing Date, as set forth in the Plan of ArrangementReorganization and the Confirmation Order, which Plan of Reorganization and Confirmation Order shall, in each case, be in form and substance reasonably satisfactory to the following Agent and Lenders, (B) [the Confirmation Order, shall occur have been entered into by the Bankruptcy Court and same shall not have been stayed and shall have become final and non-appealable (provided that Agent, in its sole discretion, may waive the order set forth below: requirement that the Confirmation Order shall have become a final and non-appealable order)] and (iC) all conditions precedent to the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance effective date of the Company Convertible PIPE Preferred SharesPlan of Reorganization shall have been satisfied (and not waived without the consent of Agent and the Required Lenders) to the reasonable satisfaction of Agent and the Required Lenders; (ii) Company SAFE Conversion; (iii) the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles (the occurrence of such event, being the “Amalgamation Effective Time”); and (viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement. (d) On the Closing DateDate and prior to or concurrently with the incurrence of the Loans hereunder, following each element of the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and Transaction shall have been consummated in accordance with the Plan of ArrangementReorganization and the applicable Reorganization Documents; (iii) The total commitments in respect of the Indebtedness under the DIP Facility Tranche A (as defined in the Plan of Reorganization) shall have been terminated, each SPAC Class A Common Share all letters of credit issued and outstanding immediately prior thereunder shall have been terminated or supported by a back-stop letter of credit issued pursuant to the Amalgamation Effective Time New ABL Loan Documentation, and all loans, interest and other amounts owing pursuant to such Indebtedness shall have been repaid or otherwise satisfied in full, in each case in accordance with the terms of the Plan of Reorganization, and all documents in respect of such and all guarantees with respect thereto shall have been terminated and be of no further force and effect; (iv) Agent shall have received releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries from the creditors in respect of the Indebtedness to be refinanced or cancelled pursuant to the Plan of Reorganization (including, without limitation, (I) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to which a holder Holdings or any of SPAC Class A Common Shares has validly exercised its Redemption Rights (Subsidiaries in connection with the “Redemption Shares”) shall be redeemed security interests created with respect to such Indebtedness and the holder thereof shall be entitled documentation related thereto, (II) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made and (III) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to receive from SPACproperty of Holdings or any of its Subsidiaries, in casheach case, an amount per share calculated in accordance with such shareholder’s Redemption Rights and as promptly as practical after to secure the Amalgamation Effective Time, SPAC shall make such cash payments obligations in respect of each such Redemption Share (the “SPAC Redemption”Indebtedness to be refinanced). (e) On the Closing Date, at the Amalgamation Effective Time, each officer and director all of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC which shall be renamed in form, scope and substance reasonably satisfactory to a name selected by the Company. (g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.Agent;

Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1 (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”) in the following sequence (and, unless provided herein to the contrary, no step or sub-step in the sequence shall commence until the immediately preceding step or sub-step has been completed in its entirety): (a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible, waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred to herein as the “Closing Date”. (b) Not later than one Business Day At or prior to the Closing DatePricing, SPAC the applicable parties shall complete have taken the SPAC Continuation upon the terms and subject to the conditions actions set forth in this Agreement. below (c) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set forth below:or caused such actions to take place): (i) Pubco shall adopt and file with the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to, among other things, create and authorize the issuance Secretary of State of the Company Convertible PIPE Preferred Shares; (ii) Company SAFE Conversion; (iii) State of Delaware an amended and restated certificate of incorporation of Pubco, in the Company Preferred Conversion; (iv) the PIPE Financing; (v) the SPAC Class B Conversion; (vi) the SPAC Warrant Conversion; (vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles form attached hereto as Exhibit A (the occurrence “Amended and Restated Certificate of such event, being the “Amalgamation Effective TimeIncorporation”); and (viiiii) SPAC The Board shall adopt amended and each holder restated bylaws of SPAC Common Shares, SPAC Exchange Warrants Pubco in the form attached hereto as Exhibit B (the “Amended and SPAC Exchange Options issued pursuant to the Amalgamation shall become bound by the Lock-Up Agreement.Restated Bylaws”); and (diii) On the Closing Date, following the Amalgamation Effective Time, pursuant to the SPAC Continuation Articles and in In accordance with Section 4.1(b) of the Plan Amended and Restated Certificate of ArrangementIncorporation, each SPAC Class A Common Share all shares of common stock, par value $0.01 per share, of Pubco issued and outstanding immediately prior to the Amalgamation Effective Time with respect to which a holder filing of SPAC the Amended and Restated Certificate of Incorporation shall be recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class A Common Shares has validly exercised its Redemption Rights Stock, effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. (b) Following the Pricing and prior to the IPO Closing, the applicable parties shall take the actions set forth below (or cause such actions to take place): (i) If not completed prior to the Pricing, each of the Holdings Entities, together with certain of their affiliates, shall undertake an internal restructuring, as described on Exhibit C hereto (the “Redemption SharesInternal Restructurings”). (ii) Following the completion of the Internal Restructurings, each Holdings Entity shall effectuate the IPO Liquidating Distributions pursuant to an Assignment and Assumption Agreement in substantially the forms set forth on Exhibit D hereto, and shall provide to the Company and PubCo a final Schedule II hereto, setting forth (x) their members and the number of Original Units assigned to such members in the IPO Liquidating Distributions and (y) the assignees and the number of Original Units assigned to such assignees in the IPO Liquidating Distributions that are subject to redemption under the Pre-Reclassification Company LLC Agreement. (iii) Immediately following the IPO Liquidating Distributions, the Company shall effectuate the IPO Unit Redemption. (iv) The Company shall: (x) amend and restate its limited liability company agreement in the form attached hereto as Exhibit E (the “Post-Reclassification Company LLC Agreement”) to reclassify all Original Units outstanding as of immediately prior to the IPO Closing (but after giving effect to the IPO Unit Redemption) into a number of Common Units as set forth in the Post-Reclassification Company LLC Agreement, and pursuant to which, among other things, (I) Pubco shall become the sole managing member of the Company and (II) after giving effect to the reclassification described above and the Blocker Mergers described in Section 2.1(b)(v) below, each of the Persons listed on the Company Schedule of Members (such Persons, the “Post-Reclassification Company Members”) shall be redeemed admitted members of the Company and shall own the holder thereof number of Common Units set forth opposite such Post-Reclassification Company Member’s name on the Company Schedule of Members. (v) On or prior to the date hereof, the Company shall be entitled have formed each of the Blocker Merger Subs. Pursuant to receive from SPACthe master merger agreement, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the form attached hereto as promptly as practical after the Amalgamation Effective Time, SPAC shall make such cash payments in respect of each such Redemption Share Exhibit F (the “SPAC RedemptionMerger Agreement”), each Blocker Merger Sub shall merge with and into its respective Blocker Entity, with such Blocker Entity continuing as the surviving company of such merger and becoming a wholly-owned subsidiary of Pubco. At the effective time of the Blocker Merger Agreements, (x) the Company shall sell to Pubco, and Pubco shall repurchase from the Company, the one (1) share of Class A Common Stock it will then hold (after giving effect to the Reorganization Transactions described in the foregoing Section 2.1(a)(iii)) for $10, and such share shall be immediately cancelled, and (y) each Blocker Entity Shareholder shall receive the number of shares of Class A Common Stock equal to the number of Common Units owned by each such Blocker Entity, respectively, at the effective time of the Blocker Merger Agreements (the mergers described in this Section 2.1(b)(v), the “Blocker Mergers”). (vi) Pursuant to the Merger Agreement, (x) substantially concurrently following each Blocker Merger, the surviving Blocker Entity thereof shall merge with and into Pubco, with Pubco surviving each such merger (the “Pubco Mergers”) and (y) substantially concurrently following the Pubco Mergers, Flogistix Parallel Intermediate shall merge with and into Pubco, with Pubco surviving such merger. (vii) Pubco shall issue to each Post-Reclassification Company Member a number of shares of Class B Common Stock equal to the number of Common Units owned by each such Post-Reclassification Company Member after giving effect to the Reorganization Transactions described in the foregoing Sections 2.1(b)(i)-(vi). (viii) The Company, the Blocker Shareholders, Pubco and the Post-Reclassification Company Members shall enter into a Tax Receivable Agreement in the form attached hereto as Exhibit G. (ix) Pubco, the Blocker Shareholders and the applicable Post-Reclassification Company Members shall enter into a Stockholders Agreement in the form attached hereto as Exhibit H. (x) Pubco, the applicable Post-Reclassification Company Members (other than Pubco), and the Blocker Shareholders shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit I. (xi) Pubco will adopt a 2025 Equity and Incentive Plan substantially in the form attached hereto as Exhibit J, providing for the issuance of up to [•] shares of Class A Common Stock as further described in the Registration Statement, which plan has been approved by the board of directors of Pubco and by the Company as the sole stockholder of Pubco. (c) Immediately following the IPO Closing, Pubco shall acquire from the Company, at a price per Common Unit equal to the IPO Price Per Share (such that the Company shall economically bear the underwriting discount per share paid in the IPO Closing) an aggregate number of Common Units equal to the number of shares of Class A Common Stock sold in the IPO Closing; provided that for administrative convenience and subject to the following sentence, the net amount per Common Unit paid to the Company by Pubco shall be the Net IPO Price. The aggregate purchase price for such Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any IPO Offering Expenses. (d) If at any time following the IPO Closing the underwriters exercise their option to purchase additional shares of Class A Common Stock from Pubco, Pubco shall acquire from the Company, at a price per Common Unit equal to the IPO Price Per Share (such that the Company shall economically bear the underwriting discount per share paid with respect thereto), an aggregate number of additional Common Units equal to the number of additional shares of Class A Common Stock so purchased by the underwriters; provided that for administrative convenience and subject to the following sentence, the net amount per Common Unit paid to the Company by Pubco shall be the Net IPO Price. The aggregate purchase price for such Common Units will be paid in cash by Pubco to, or at the direction of, the Company; provided that Pubco may reduce the amount paid thereby by the amount of any additional IPO Offering Expenses borne by Pubco and not otherwise reimbursed (whether pursuant to Section 2.1(c) or otherwise). (e) On At the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors. (f) On the Closing Date, SPAC shall be renamed to a name selected by the Company. (g) On or as soon as practicable after the Closing DateClosing, the SPAC Common Shares shall trade on NASDAQCompany will pay the applicable amounts payable in connection with the IPO Unit Redemption.