Common use of Conditions to the Transactions Clause in Contracts

Conditions to the Transactions. 79 Section 8.1 Conditions to the Obligations of Each Party 79 Section 8.2 Conditions to the Obligations of SPAC 80 Section 8.3 Conditions to the Obligations of the Company and Merger Sub 81 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 82 Section 9.1 Termination 82 Section 9.2 Effect of Termination 83 Section 9.3 Expenses 83 Section 9.4 Amendment 84 Section 9.5 Waiver 84 ARTICLE X GENERAL PROVISIONS 84 Section 10.1 Notices 84 Section 10.2 Nonsurvival of Representations, Warranties and Covenants 85 Section 10.3 Severability 85 Section 10.4 Entire Agreement; Assignment 86 Section 10.5 Parties in Interest 86 Section 10.6 Governing Law 86 Section 10.7 Waiver of Jury Trial 86 Section 10.8 Headings 86 Section 10.9 Counterparts 87 Section 10.10 Specific Performance 87 Section 10.11 No Recourse 87 TABLE OF CONTENTS (Continued) EXHIBIT A Form of Shareholder and Registration Rights Agreement EXHIBIT B Form of Second Amended and Restated Certificate of Incorporation of Surviving Corporation EXHIBIT C Form of Amended and Restated Bylaws of Surviving Corporation EXHIBIT D Form of Constitution of Company BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Xxxxxx Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Xxxxxx Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).

Conditions to the Transactions. 79 72 Section 7.1 Conditions to Each Party’s Obligation to Effect the Transactions 72 Section 7.2 Conditions to Obligation of the Sellers to Effect the Transactions 73 Section 7.3 Conditions to Obligation of Parent and Purchaser to Effect the Transactions. 73 Article VIII. TERMINATION 75 Section 8.1 Conditions to the Obligations of Each Party 79 Termination or Abandonment 75 Section 8.2 Conditions to the Obligations of SPAC 80 Section 8.3 Conditions to the Obligations of the Company and Merger Sub 81 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 82 Section 9.1 Termination 82 Section 9.2 Effect of Termination 83 77 Section 8.3 Termination Fee and Expense Reimbursement 77 Article IX. INDEMNIFICATION 78 4875-6770-5879.v41 Section 9.1 Survival 78 Section 9.2 Indemnification 79 Section 9.3 Expenses 83 Limitations 79 Section 9.4 Amendment Claims Procedure 80 Section 9.5 Tax Treatment 80 Article X. MISCELLANEOUS 81 Section 10.1 Expenses 81 Section 10.2 Counterparts; Effectiveness 81 Section 10.3 Governing Law; Jurisdiction 81 Section 10.4 Specific Enforcement 82 Section 10.5 WAIVER OF JURY TRIAL 82 Section 10.6 Notices 82 Section 10.7 Assignment; Binding Effect 84 Section 9.5 Waiver 84 ARTICLE X GENERAL PROVISIONS 84 Section 10.1 Notices 84 Section 10.2 Nonsurvival of Representations, Warranties and Covenants 85 Section 10.3 10.8 Severability 85 Section 10.4 10.9 Entire AgreementAgreement 85 Section 10.10 Amendments; Assignment Waivers 85 Section 10.11 Headings 85 Section 10.12 No Third-Party Beneficiaries 85 Section 10.13 Interpretation 85 Section 10.14 Seller Representatives 86 Section 10.5 Parties in Interest 86 Section 10.6 Governing Law 86 Section 10.7 Waiver of Jury Trial 86 Section 10.8 Headings 86 Section 10.9 Counterparts 10.15 Financing Entities 87 Section 10.10 Specific Performance 87 Section 10.11 No Recourse 87 TABLE OF CONTENTS (Continued) EXHIBIT 10.16 Definitions 89 Exhibit A - Payment Schedule Exhibit B - Form of Shareholder Sellers’ Note Exhibit C - Net Debt Example and Registration Rights Agreement EXHIBIT B Form of Second Amended and Restated Certificate of Incorporation of Surviving Corporation EXHIBIT C Form of Amended and Restated Bylaws of Surviving Corporation EXHIBIT D Form of Constitution of Company BUSINESS COMBINATION Related Definitions 4875-6770-5879.v41 SHARE PURCHASE AND CONTRIBUTION AGREEMENT This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 SHARE PURCHASE AND CONTRIBUTION AGREEMENT (as may be further amended, restated or amended and restated from time to time, this “Agreement”), dated as of June 12, 2023, is made by and among Xxxxxx Energy Transition Corp.(a) Concentrix Corporation, a Delaware corporation (“SPACParent”), Vast Solar Pty Ltd(b) OSYRIS S.à x.x., an Australian proprietary a private limited liability company (société à responsabilité limitée) incorporated under Laws of the Grand Duchy of Luxembourg, having its registered office at 00-00, xxx xx Xxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B272012 and a direct wholly owned subsidiary of Parent (“Purchaser”), (c) Xxxxxx Xxx SA, a public limited by shares liability company (société anonyme) incorporated under Laws of the Grand Duchy of Luxembourg, registered with the companies registry with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B236573 (the “Company”), NEPTUNE MERGER SUB, INC(d) Sapiens S.à x.x., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Xxxxxx Energy Transition Sponsor LLC, a Delaware private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg, whose registered office is at 00-00, xxxxx x’Xxxxx, L-8009 Strassen, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B235895 (“Sapiens”), FINPAR V, a société à responsabilité limitée organized under the laws of Belgium, whose registered office is 00 xxxxxx Xxxxxx, 0000 Xxxxxxxx, Xxxxxxx, registered under corporate number 0746.527.143 (“FINPAR V”), FINPAR VI, a société à responsabilité limitée organized under the laws of Belgium, whose registered office is 00 xxxxxx Xxxxxx, 0000 Xxxxxxxx, Xxxxxxx, registered under corporate number 0758.452.601 (“FINPAR VI”, and together with FINPAR V and Sapiens, the “SponsorGBL Sellers”), (e) Xxxxxxx Xxxx, Liberty Management, a société à responsabilité limitée, organized under the laws of Belgium, whose registered office is 00, xxx Xxxx-Xxxxxxxx Meunier, 1050 Brussels, Belgium, registered under the corporate number 0655.770.082 (solely “Liberty Management”), Montana, a société simple, organized under the Laws of Belgium, whose registered office is 00, xxx Xxxx-Xxxxxxxx Meunier, 1050 Brussels, Belgium, registered under the corporate number 0786.381.176 (“Montana”, and together with respect to Sections 5.20Xxxxxxx Xxxx and Liberty Management, 7.10(athe “OD Sellers”), (f) Xxxxxxxx Xxxxxxx and 7.16(g) the other shareholders of the Company set forth on Section 3.2(a) of the Company Disclosure Schedule, including holders of Locked Equity Incentive Shares represented by the Non-PoA Seller Representative or the PoA Seller Representative, as applicable (the “Other Sellers”, and, together with the GBL Sellers, Xxxxxxxx Xxxxxxx and the OD Sellers, the “Sellers”), (h) Xxxxxxxx Xxxxxxx, as the representative of the PoA Sellers (the “PoA Seller Representative”), (i) Xxxxxxxxx Xxxxxx, as the representative of the GBL Sellers and Xxxxxxxx Xxxxxxx (the “GBL Seller Representative”), and Nabors Industries Ltd. (j) Sapiens, as the representative of the Non-PoA Sellers (the “NaborsNon-PoA Seller Representative” and, collectively with the PoA Seller Representative and the GBL Seller Representative, the “Seller Representatives” and each, a “Seller Representative”) (solely with respect ). Parent, Purchaser, the Sellers, and the Seller Representatives are sometimes individually referred to Sections 7.8(d) herein as a “Party” and 7.18)collectively herein as the “Parties.” To the extent that capitalized terms are not defined in the text hereof, such terms shall have the meanings set forth in Section 10.16.

Conditions to the Transactions. 79 Section 8.1 SECTION 6.01. Conditions to the Obligations of Each Party 79 Section 8.2 Conditions to the Obligations of SPAC 80 Section 8.3 Conditions to the Obligations of the Company Company, the Sellers and Merger Sub 81 the Founders 29 SECTION 6.02. Conditions to Obligations of the Purchaser 29 ARTICLE IX VII INDEMNIFICATION SECTION 7.01. Survival of Representations and Warranties 31 SECTION 7.02. Indemnification by the Sellers and the Founders 31 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 82 Section 9.1 SECTION 8.01. Termination 82 Section 9.2 33 SECTION 8.02. Effect of Termination 83 Section 9.3 Expenses 83 Section 9.4 34 SECTION 8.03. Amendment 84 Section 9.5 34 SECTION 8.04. Waiver 84 34 ARTICLE IX POST CLOSING COVENANTS SECTION 9.01. Post-Closing Employee Obligations. 35 SECTION 9.02. Assistance with Goodfeel’s Trademark Application Assignment. 35 SECTION 9.03. Assistance with Contract Renewal. 35 SECTION 9.04. Assistance with Certain Contract Termination. 35 SECTION 9.05. Equity Transfer Agreement. 35 SECTION 9.06. Further Assurances . 36 ARTICLE X GENERAL PROVISIONS 84 Section 10.1 SECTION 10.01. Expenses 36 SECTION 10.02. Notices 84 Section 10.2 Nonsurvival 36 SECTION 10.03. Third-Party Beneficiaries 37 SECTION 10.04. Public Announcements 37 SECTION 10.05. Severability 37 SECTION 10.06. Assignment; Binding Effect 37 SECTION 10.07. Incorporation of Representations, Warranties the Disclosure Schedule and Covenants 85 Section 10.3 Severability 85 Section 10.4 Entire Agreement; Assignment 86 Section 10.5 Parties in Interest 86 Section 10.6 the Exhibits 38 SECTION 10.08. Governing Law 86 Section 10.7 Waiver of Jury Trial 86 Section 10.8 38 SECTION 10.09. Dispute Resolution 38 SECTION 10.10. Headings 86 Section 10.9 38 SECTION 10.11. Counterparts 87 Section 10.10 Specific Performance 87 Section 10.11 No Recourse 87 TABLE OF CONTENTS (Continued) EXHIBIT 38 SECTION 10.12. Currency 38 SECTION 10.13. Entire Agreement 38 EXHIBITS Exhibit A Form of Shareholder The Sellers and Registration Rights Agreement EXHIBIT the Founders Exhibit B Form of Second Amended Equity Transfer Agreement DISCLOSURE SCHEDULE Section 3.02 Affiliates Section 3.03 Required Filings and Restated Certificate of Incorporation of Surviving Corporation EXHIBIT C Form of Amended and Restated Bylaws of Surviving Corporation EXHIBIT D Form of Constitution of Company BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Xxxxxx Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary Consents Section 3.04 Capitalization of the Company (“Merger Sub”), Xxxxxx Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).Company

Conditions to the Transactions. 79 Section 8.1 Conditions to the Obligations of Each Party 79 Section 8.2 Conditions to the Obligations of SPAC 80 Section 8.3 Conditions to the Obligations of the Company and Merger Sub 81 20 SECTION 6.01. CONDITIONS TO OBLIGATIONS OF THE COMPANY, THE SELLERS AND THE FOUNDERS 20 SECTION 6.02. CONDITIONS TO OBLIGATIONS OF THE PURCHASER 20 ARTICLE IX VII INDEMNIFICATION 21 SECTION 7.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 21 SECTION 7.02. INDEMNIFICATION BY THE SELLERS AND THE FOUNDERS 22 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 82 Section 9.1 Termination 82 Section 9.2 Effect of Termination 83 Section 9.3 Expenses 83 Section 9.4 Amendment 84 Section 9.5 Waiver 84 23 SECTION 8.01. TERMINATION 23 SECTION 8.02. EFFECT OF TERMINATION 24 SECTION 8.03. AMENDMENT 25 SECTION 8.04. WAIVER 25 ARTICLE X IX GENERAL PROVISIONS 84 Section 10.1 Notices 84 Section 10.2 Nonsurvival of Representations, Warranties 25 SECTION 9.01. EXPENSES 25 SECTION 9.02. NOTICES 25 SECTION 9.03. THIRD-PARTY BENEFICIARIES 26 SECTION 9.04. PUBLIC ANNOUNCEMENTS 27 SECTION 9.05. SEVERABILITY 27 SECTION 9.06. ASSIGNMENT; BINDING EFFECT 27 SECTION 9.07. INCORPORATION OF THE DISCLOSURE SCHEDULE AND THE EXHIBITS 27 SECTION 9.08. GOVERNING LAW 27 SECTION 9.09. DISPUTE RESOLUTION 27 SECTION 9.10. HEADINGS 28 SECTION 9.11. COUNTERPARTS 28 SECTION 9.12. CURRENCY 28 SECTION 9.13. LANGUAGE 28 SECTION 9.14. ENTIRE AGREEMENT 28 EXHIBITS Exhibit A The Sellers and Covenants 85 Section 10.3 Severability 85 Section 10.4 Entire Agreement; Assignment 86 Section 10.5 Parties in Interest 86 Section 10.6 Governing Law 86 Section 10.7 Waiver of Jury Trial 86 Section 10.8 Headings 86 Section 10.9 Counterparts 87 Section 10.10 Specific Performance 87 Section 10.11 No Recourse 87 TABLE OF CONTENTS (Continued) EXHIBIT A Form of Shareholder and Registration Rights Agreement EXHIBIT the Founders Exhibit B Form of Second Amended and Restated Certificate Asset Purchase Agreement Exhibit C Allocation of Incorporation of Surviving Corporation EXHIBIT C Form of Amended and Restated Bylaws of Surviving Corporation EXHIBIT Purchase Price Exhibit D Form of Constitution of Company BUSINESS COMBINATION PRC Legal Opinion Exhibit E BVI Legal Opinion DISCLOSURE SCHEDULE Section 3.02 Subsidiaries STOCK PURCHASE AGREEMENT This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and dated as of July 1, 2004, among Xxxxxx Energy Transition Corp.SINA CORPORATION, a Delaware corporation organized under the laws of the Cayman Islands (the “SPACPurchaser”), Vast Solar Pty LtdDAVIDHILL CAPITAL INC., an Australian proprietary company limited by shares a corporation organized under the laws of the British Virgin Islands (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary the shareholders of the Company listed on Part I of Exhibit A hereto (collectively, the “Merger SubSellers” and individually, a “Seller”) and the company and individuals listed on Part II of Exhibit A hereto (collectively, the “Founders” and individually, a “Founder”), Xxxxxx Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).