G Squared Ascend I Inc. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • January 28th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires.
ContractG Squared Ascend I Inc. • January 26th, 2021 • Blank checks • New York
G Squared Ascend I Inc. December 2, 2020 G Squared Ascend Management I, LLC RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on December 2, 2020 by and between G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows: 1.Subscription and Purchase of Securities. For the sum of $25,000 (the “Purchase Price”)
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”) and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2021 between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), G Squared Ascend Management I, LLC, a Cayman Islands exempted limited company (the “Sponsor”), the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
G Squared Ascend Management I, LLC Suite 3770 Chicago, IL 60601Letter Agreement • January 28th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company
WARRANT AGREEMENT G Squared Ascend I Inc. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 4, 2021Warrant Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 4, 2021 is by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [__], 2021 by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 4, 2021, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021 by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
G Squared Ascend Management I, LLC Suite 3770 Chicago, IL 60601Letter Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company
BUSINESS COMBINATION AGREEMENT by and among G SQUARED ASCEND I INC., HORIZON MERGER SUB INC., TRANSFIX, INC. and TRANSFIX HOLDINGS, INC Dated as of September 20, 2021Business Combination Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • Delaware
This Business Combination Agreement, dated as of September 20, 2021 (this “Agreement”), is entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successor, “SPAC”), Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct Subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”). SPAC, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party”.
G Squared Ascend I Inc. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • February 10th, 2021 • G Squared Ascend I Inc. • Blank checks • New York
G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT, dated as of September 20, 2021 (this “Agreement”), by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “SPAC”), Transfix, Inc., a Delaware corporation (the “Company”), Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the individuals whose names appear on the signature pages of this Agreement (each, an “Beneficial Owner” and, collectively, the “Beneficial Owners”).
SECOND AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 13th, 2022 • G Squared Ascend I Inc. • Blank checks • New York
This Second Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of June 8, 2022, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Purchaser”). Capitalized terms not defined in this Agreement shall have the meaning giving such terms in the Business Combination Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • October 11th, 2022 • G Squared Ascend I Inc. • Blank checks
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of October 11, 2022 (the “Effective Date”), by and between G Squared Ascend I Inc., a Cayman Islands exempted company (“SPAC”), Horizon Merger Sub Inc., a Delaware corporation (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation (“Holdings”). SPAC, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Termination Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 13th, 2022 • G Squared Ascend I Inc. • Blank checks
This AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of June 8, 2022, by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated by the Business Combination Agreement (as defined below)) (together with its successor, “SPAC”), Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Holdings”). SPAC, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
G Squared Ascend I Inc.. January [__], 2021G Squared Ascend I Inc. • January 26th, 2021 • Blank checks
G Squared Ascend I Inc.. February 4, 2021G Squared Ascend I Inc. • February 10th, 2021 • Blank checks • New York
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is made and entered into as of September 20, 2021, by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated by the Business Combination Agreement (as defined below)) (“SPAC”), Transfix, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each, a “Written Consent Party” and, collectively, the “Written Consent Parties”) of the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of September 20, 2021, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Purchaser”). Capitalized terms not defined in this Agreement shall have the meaning giving such terms in the Business Combination Agreement (as defined below).
