Common use of Deliveries and Actions at Closing Clause in Contracts

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the certificate described in Section 9.2(c); (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by Parent, which shall have been filed in accordance with Section 2.1; (vii) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the Stock Consideration; (ii) to Contributor and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by the Company; (iii) to Contributor and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Company; and (viii) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the SPAC shall deliver, or shall cause to be delivered, the followingfollowing to the Company: (i) to Contributor, the certificate described in Section 9.2(c)SPAC Bring-Down Certificate; (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by ParentMxxxxx Sub, which shall have been filed in accordance with Section 2.12.1(b); (iii) the SPAC A&R CxX, duly executed by the SPAC, which shall have been filed with the Secretary of State of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC Board; (iv) a copy of the Registration Rights Agreement, duly executed by the SPAC and the stockholders of the SPAC party thereto; (v) invoices or other written evidence reflecting all Unpaid SPAC Expenses; (vi) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to the good standing and non-delinquent Tax status of each of the SPAC and Merger Sub; (vii) written resignations of all of the directors and officers of the SPAC (other than those set forth on Exhibit G); (viii) and to Contributor and the Trustee, the documents, opinions, opinions and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viiiix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to Contributor (A) the SPAC’s and Merger Subs’ respective Governing Documents and the Companyincumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, an assignment agreement in substantially as applicable, is a party and (B) the form attached hereto as Exhibit F resolutions of (I) the “Assignment Agreement”)SPAC Board authorizing the execution, duly executed delivery and performance by Parent; andthe SPAC of this Agreement and each Ancillary Agreement to which it is or will be a party, and (II) the board of directors of Merger Sub authorizing the execution, delivery and performance by Mxxxxx Sub of this Agreement and each Ancillary Agreement to which it is or will be a party; (ixx) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate a certification from the Transactions, which have not previously been delivered.SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (bxi) At or prior to a copy of the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Director Designation Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c)SPAC; and (vixii) (A) joinders (in form and substance previously filed with the SEC) to that certain letter agreement, dated as of January 19, 2022, from all Persons (other than the SPAC and the Sponsor) party to any other documentsNon-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, instrumentson or after the date hereof, records(B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, correspondencedated as of January 19, filings2022, recordings from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or agreements called for hereunder an Interim Series I Issuance, in each case, who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates, and (C) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as shall be reasonably required of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to consummate the Transactions, which have not previously been deliveredextent such PIPE Investor agrees to any lock-up restrictions. (cb) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the followingfollowing to the SPAC: (i) to Contributor, the Stock ConsiderationCompany Bring-Down Certificate; (ii) a certification from the Company complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (iii) invoices or other written evidence reflecting all Unpaid Company Expenses; (iv) a certificate, dated as of the Closing Date, signed by the Secretary of the Company, certifying as to Contributor (A) the Company’s and each of its Subsidiary’s organizational documents and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is a party and (B) the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is or will be a party; (v) a certificate of the secretary of state (or other parties theretoapplicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, dated as of a counterpart date not more than five (5) Business Days prior to the Stockholders’ Closing Date, certifying as to the good standing and non-delinquent Tax status of the Company and each such Subsidiary in such jurisdiction; (vi) written resignations of the directors and officers of the Company set forth in Section 2.6(b) of the SPAC Disclosure Schedules; (vii) a copy of the Director Designation Agreement, duly executed by the Company;Key Individual; and (iiiviii) to Contributor and the other parties thereto, a counterpart to copy of the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Company; and (viii) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been deliveredCompany Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the certificate described in Section 9.2(c); (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Amendment and the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Personsother Affiliates of the Contributors, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.188.19; (vi) to Contributor, the Certificate of Merger, duly executed by Parent, which shall have been filed in accordance with Section 2.1; (vii) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the Stock Consideration; (ii) to Contributor and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by the Company; (iii) to Contributor and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak Assets II, sufficient cash, when taken together with any cash on-hand as of the Closing of HighPeak Assets II, to fund the Grenadier Closing Cash Payment; (vi) to HighPeak I, HPEP I and such Personsother Affiliates of the Contributors, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vivii) to Contributor and Parent, the Assignment Agreement, duly executed by the Company;; and (viiviii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Amendment and Warrant Agreement Assignment, duly executed by the Company; and; (viiiix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the SPAC shall deliver, or shall cause to be delivered, the followingfollowing to the Company: (i) to Contributor, the certificate described in Section 9.2(c)SPAC Bring-Down Certificate; (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by ParentMerxxx Xxb, which shall have been filed in accordance with Section 2.12.1(b); (iii) the SPAC A&R CoI, xuly executed by the SPAC, which shall have been filed with the Secretary of State of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC Board; (iv) a copy of the Registration Rights Agreement, duly executed by the SPAC and the stockholders of the SPAC party thereto; (v) invoices or other written evidence reflecting all Unpaid SPAC Expenses; (vi) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to the good standing and non-delinquent Tax status of each of the SPAC and Merger Sub; (vii) written resignations of all of the directors and officers of the SPAC (other than those set forth on Exhibit G); (viii) and to Contributor and the Trustee, the documents, opinions, opinions and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viiiix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to Contributor (A) the SPAC’s and Merger Subs’ respective Governing Documents and the Companyincumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, an assignment agreement in substantially as applicable, is a party and (B) the form attached hereto as Exhibit F resolutions of (I) the “Assignment Agreement”)SPAC Board authorizing the execution, duly executed delivery and performance by Parent; andthe SPAC of this Agreement and each Ancillary Agreement to which it is or will be a party, and (II) the board of directors of Merger Sub authorizing the execution, delivery and performance by Merxxx Xxb of this Agreement and each Ancillary Agreement to which it is or will be a party; (ixx) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate a certification from the Transactions, which have not previously been delivered.SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (bxi) At or prior to a copy of the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Director Designation Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c)SPAC; and (vixii) (A) joinders (in form and substance previously filed with the SEC) to that certain letter agreement, dated as of January 19, 2022, from all Persons (other than the SPAC and the Sponsor) party to any other documentsNon-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, instrumentson or after the Execution Date, records(B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, correspondencedated as of January 19, filings2022, recordings from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or agreements called for hereunder an Interim Series I Issuance, in each case, who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates, and (C) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as shall be reasonably required of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to consummate the Transactions, which have not previously been deliveredextent such PIPE Investor agrees to any lock-up restrictions. (cb) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the followingfollowing to the SPAC: (i) to Contributor, the Stock ConsiderationCompany Bring-Down Certificate; (ii) a certification from the Company complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (iii) invoices or other written evidence reflecting all Unpaid Company Expenses; (iv) a certificate, dated as of the Closing Date, signed by the Secretary of the Company, certifying as to Contributor (A) the Company’s and each of its Subsidiary’s organizational documents and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is a party and (B) the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is or will be a party; (v) a certificate of the secretary of state (or other parties theretoapplicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, dated as of a counterpart date not more than five (5) Business Days prior to the Stockholders’ Closing Date, certifying as to the good standing and non-delinquent Tax status of the Company and each such Subsidiary in such jurisdiction; (vi) written resignations of the directors and officers of the Company set forth in Section 2.6(b) of the SPAC Disclosure Schedules; (vii) a copy of the Director Designation Agreement, duly executed by the Company;Key Individual; and (iiiviii) to Contributor and the other parties thereto, a counterpart to copy of the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Company; and (viii) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been deliveredCompany Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the SPAC shall deliver, or shall cause to be delivered, the followingfollowing to the Company: (i) to Contributor, the certificate described in Section 9.2(c)SPAC Bring-Down Certificate; (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by ParentMxxxxx Sub, which shall have been filed in accordance with Section 2.1the terms hereof; (iii) the SPAC A&R CxX, duly executed by the SPAC and as filed with the Secretary of State of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC Board; (iv) a copy of the Amended and Restated Registration Rights Agreement, duly executed by the SPAC and the stockholders of the SPAC that are party thereto; (v) a copy of the Lockup Agreement, duly executed by the SPAC and the stockholders of the SPAC that are party thereto; (vi) a copy of each Indemnification Agreement, duly executed by the SPAC; (vii) written resignations of all of the directors and officers of the SPAC; (viii) a copy of the Sponsor Letter Agreement, duly executed by the Sponsor, the SPAC and each other party thereto (other than the Company); (ix) a copy of the Put Option Agreement, duly executed by the SPAC and the Sponsor; (x) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (5) Business Days prior to Contributor the Closing Date, certifying as to the good standing of each of the SPAC and Merger Sub; (xi) a comfort letter, dated as of the date the Registration Statement/Proxy Statement is declared effective by the SEC and addressed to the Company, by the SPAC Auditor concerning the financial statements of the SPAC and certain other financial information included in the Registration Statement/Proxy Statement, in form and substance reasonably satisfactory to the Company (the “SPAC Auditor Comfort Letter”), and a letter, dated as of the date of the Company Special Meeting, to the effect that the SPAC Auditor reaffirms the statements made in the SPAC Auditor Comfort Letter, in form and substance reasonably satisfactory to the Company; (xii) a legal opinion, dated as of each Delivery Date and addressed to the Company, by Kxxxxx, legal counsel for the SPAC, in form and substance reasonably satisfactory to the Company; (xiii) and to the Trustee, the documents, opinions, opinions and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination;; and (viiixiv) evidence that is reasonably satisfactory to Contributor and the Company, an Company (which reasonably satisfactory evidence may include (x) one or more assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”)agreements, duly executed by Parent; and the applicable SPAC creditor, vendor or claimant, the SPAC, as assignor, and the applicable assignee, pursuant to which the Liabilities of the SPAC owed to such creditor, vendor or claimant are assigned to such assignee, and/or (ixy) any other documentsdocumentation reflecting the settlement or other satisfaction of amounts owed to one or more of the SPAC’s creditors, instruments, records, correspondence, filings, recordings vendors or agreements called for hereunder as shall be reasonably required to consummate claimants) that the Transactions, which have Unpaid SPAC Expenses do not previously been deliveredexceed $4,500,000 at the Effective Time. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the followingfollowing to the SPAC: (i) to Contributor, the Stock ConsiderationCompany Bring-Down Certificate; (ii) to Contributor a properly executed certification that the Company Shares are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the other parties theretoCode, together with a counterpart notice to the Stockholders’ AgreementIRS, duly executed and proof reasonably satisfactory to the SPAC that the Company has provided notice of such certification to the IRS in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations, dated as of the Closing Date, signed by an officer of the Company; (iii) a certificate, dated as of the Closing Date, signed by the Secretary of the Company, certifying as to Contributor (A) the Company’s and each Company Material Subsidiary’s Governing Documents and the other parties theretoincumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is or will be a party, a counterpart to and (B) the Registration Rights Agreementresolutions of the Company Board authorizing the execution, duly executed delivery and performance by the CompanyCompany of this Agreement and each Ancillary Agreement to which it is or will be a party; (iv) a certificate of the secretary of state (or other applicable office) in which the Company and each of the Company Material Subsidiaries is organized and qualified to Contributordo business, dated as of a date not more than five (5) Business Days prior to the certificate described Closing Date, certifying as to the good standing and non-delinquent Tax status of the Company and each such Company Material Subsidiary in Section 9.2(c)such jurisdiction; (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part a copy of its obligations under the Forward Purchase Put Option Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, a copy of the Assignment Lockup Agreement, duly executed by the CompanyCompany and the stockholders of the Company that are party thereto; (vii) a comfort letter, dated as of the date the Registration Statement/Proxy Statement is declared effective by the SEC and addressed to each of Parent the SPAC and the Warrant AgentSponsor, a counterpart by the Vaso Auditor concerning the financial statements of the Warrant Agreement AssignmentCompany and certain other financial information included in the Registration Statement/Proxy Statement, in form and substance reasonably satisfactory to the SPAC and the Sponsor (the “Vaso Auditor Comfort Letter”), and a letter, dated as of the date of the SPAC Special Meeting, to the effect that the Vaso Auditor reaffirms the statements made in the Vaso Auditor Comfort Letter, in form and substance reasonably satisfactory to the SPAC and the Sponsor; (viii) a legal opinion and negative assurance letter(s), dated as of each Delivery Date and addressed to the SPAC, by Company Counsel, legal counsel to the Company, in form and substance reasonably satisfactory to the SPAC and the Sponsor; (ix) a copy of the Sponsor Letter Agreement, duly executed by the Company; and (viiix) any other documentsa copy of the Amended and Restated Registration Rights Agreement, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate duly executed by the Transactions, which have not previously been deliveredCompany Stockholders party thereto and the directors and/or officers of the Company party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the SPAC shall deliver, or shall cause to be delivered, the followingfollowing to the Company: (i) to Contributor, the certificate described in Section 9.2(c)SPAC Bring-Down Certificate; (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by ParentXxxxxx Sub, which shall have been filed in accordance with Section 2.12.1(b); (iii) the SPAC A&R XxX, duly executed by the SPAC, which shall have been filed with the Secretary of State of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC Board; (iv) a copy of the Registration Rights Agreement, duly executed by the SPAC and the stockholders of the SPAC party thereto; (v) invoices or other written evidence reflecting all Unpaid SPAC Expenses; (vi) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to the good standing and non-delinquent Tax status of each of the SPAC and Merger Sub; (vii) written resignations of all of the directors and officers of the SPAC (other than those set forth on Exhibit G); (viii) and to Contributor and the Trustee, the documents, opinions, opinions and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viiiix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to Contributor (A) the SPAC’s and Merger Subs’ respective Governing Documents and the Companyincumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, an assignment agreement in substantially as applicable, is a party and (B) the form attached hereto as Exhibit F resolutions of (I) the “Assignment Agreement”)SPAC Board authorizing the execution, duly executed delivery and performance by Parent; andthe SPAC of this Agreement and each Ancillary Agreement to which it is or will be a party, and (II) the board of directors of Merger Sub authorizing the execution, delivery and performance by Xxxxxx Sub of this Agreement and each Ancillary Agreement to which it is or will be a party; (ixx) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate a certification from the Transactions, which have not previously been delivered.SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (bxi) At or prior to a copy of the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Director Designation Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c)SPAC; and (vixii) (A) joinders (in form and substance previously filed with the SEC) to that certain letter agreement, dated as of January 19, 2022, from all Persons (other than the SPAC and the Sponsor) party to any other documentsNon-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, instrumentson or after the Execution Date, records(B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, correspondencedated as of January 19, filings2022, recordings from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or agreements called for hereunder an Interim Series I Issuance, in each case, who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates, and (C) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as shall be reasonably required of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to consummate the Transactions, which have not previously been deliveredextent such PIPE Investor agrees to any lock-up restrictions. (cb) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the followingfollowing to the SPAC: (i) to Contributor, the Stock ConsiderationCompany Bring-Down Certificate; (ii) a certification from the Company complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (iii) invoices or other written evidence reflecting all Unpaid Company Expenses; (iv) a certificate, dated as of the Closing Date, signed by the Secretary of the Company, certifying as to Contributor (A) the Company’s and each of its Subsidiary’s organizational documents and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is a party and (B) the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is or will be a party; (v) a certificate of the secretary of state (or other parties theretoapplicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, dated as of a counterpart date not more than five (5) Business Days prior to the Stockholders’ Closing Date, certifying as to the good standing and non-delinquent Tax status of the Company and each such Subsidiary in such jurisdiction; (vi) written resignations of the directors and officers of the Company set forth in Section 2.6(b) of the SPAC Disclosure Schedules; (vii) a copy of the Director Designation Agreement, duly executed by the Company;Key Individual; and (iiiviii) to Contributor and the other parties thereto, a counterpart to copy of the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Company; and (viii) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been deliveredCompany Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the Buyer shall deliver, or shall cause to be delivered, the following: (i) the Indemnification Escrow Amount to Contributorthe Escrow Agent, to be held and disbursed in accordance with the certificate described in Section 9.2(c)terms of the Indemnification Escrow Agreement; (ii) the A/R Escrow Amount to the CompanyEscrow Agent, all to be held and disbursed in accordance with the terms of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the PartiesA/R Escrow Agreement; (iii) on behalf of Seller: (A) to each EuroAmerican Investment Corp., the outstanding principal amount ($953,000 as of the Company date hereof), together with all other amounts due, including without limitation, accrued and unpaid interest through the Warrant AgentClosing Date, a counterpart but excluding prepayment or other penalties or premiums, if any, owed with respect to the Credit Line, except to the extent such amounts have been paid by Seller or IBF prior to the Closing Date, in which case Buyer shall pay such amounts to Seller or IBF as the case may be, by wire transfer of immediately available funds; provided that all payments by the Buyer to the Seller, IBF or EuroAmerican Investment Corp., as the case may be under this clause (A) shall not exceed $1,000,000, (B) to the holders of the Warrant Agreement AssignmentSeller Notes, duly executed the aggregate amount of the installments of the Seller Notes that have come due in accordance with their terms on or before the Closing and have not been paid by IBF prior to the Surviving Corporation Closing as set forth on Schedule 2.6(a)(iii) and (as successor C) to Parent)IBF, all principal and interest due from Seller to IBF under the Assumed Notes; (iv) the excess of the Cash Portion over the sum of the Indemnification Escrow Amount, the A/R Escrow Amount and the Deposit, to HighPeak ISeller in cash, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will wire transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parentimmediately available funds; (v) a release, substantially in the form of Exhibit 2.6(a)(v) hereof, of any and all claims that Buyer has or may have against Seller for liabilities arising prior to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18Closing other than the Excluded Liabilities; (vi) to Contributor, certificates representing the Certificate of Merger, duly executed by Parent, which shall have been filed in accordance with Section 2.1NIM Shares; (vii) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combinationAssumption Agreement; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Registration Rights Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been deliveredPut Agreement. (b) At or prior to the Closing, Contributor the Seller shall deliver, or shall cause deliver to be delivered, the followingBuyer: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by ContributorBill of Sale; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreementcertificates representing txx Shares, duly endorsed or accompanied by duly executed by Contributorstock powers for transfer to Buyer; (iii) to the Company and Parent, the Assignment Registration Rights Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each ContributorPut Agreement; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the Stock Consideration; (ii) to Contributor and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by the Company; (iii) to Contributor and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the CompanyRequired Consents; (vi) to Contributor resignations of (A) Mr. Ehud Laska as an officer and Parentdirector of xxx Xxxxxx, (B) Mr. Robert Olson as an officer and director of thx Xxxxxx xxx (C) Mr. Steven Salzman as an officer of the Assignment Agreement, duly executed by the CompanySellxx; (vii) to evidence that each of Parent Messrs. Laska, Olson and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed Salzman have been removed fxxx xny xxxx accouxxx xx lockboxes maintained by the CompanySeller or any Subsidiary to which they are an authorized signatory; and (viii) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder such instruments of assignment and consents of third parties and Governmental Bodies as shall be reasonably required to consummate vest in the TransactionsBuyer good and marketable title to the Assets, which have not previously been deliveredincluding, without limitation, assignments of the Assigned Contracts. (c) On or prior to the Closing Date, the Buyer and the Seller shall enter into the Indemnification Escrow Agreement and the A/R Escrow Agreement with the Escrow Agent. At the Closing, Buyer shall deposit, or cause to be deposited, the Indemnification Escrow Amount and the A/R Escrow Amount with the Escrow Agent in the escrow accounts contemplated by the Indemnification Escrow Agreement and the A/R Escrow Agreement. (d) At the Closing, the parties shall deliver such other certificates, instruments or documents as required by Article VI or Article VII or any other provision of this Agreement.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the SPAC shall deliver, or shall cause to be delivered, the followingfollowing to the Company: (i) to Contributor, the certificate described in Section 9.2(c)SPAC Bring-Down Certificate; (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by ParentXxxxxx Sub, which shall have been filed in accordance with Section 2.1the terms hereof; (iii) the SPAC A&R XxX, duly executed by the SPAC and as filed with the Secretary of State of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC Board; (iv) a copy of the Amended and Restated Registration Rights Agreement, duly executed by the SPAC and the stockholders of the SPAC that are party thereto; (v) a copy of the Lockup Agreement, duly executed by the SPAC and the stockholders of the SPAC that are party thereto; (vi) a copy of each Indemnification Agreement, duly executed by the SPAC; (vii) written resignations of all of the directors and officers of the SPAC; (viii) a copy of the Sponsor Letter Agreement, duly executed by the Sponsor, the SPAC and each other party thereto (other than the Company); (ix) a copy of the Put Option Agreement, duly executed by the SPAC and the Sponsor; (x) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (5) Business Days prior to Contributor the Closing Date, certifying as to the good standing of each of the SPAC and Merger Sub; (xi) a comfort letter, dated as of the date the Registration Statement/Proxy Statement is declared effective by the SEC and addressed to the Company, by the SPAC Auditor concerning the financial statements of the SPAC and certain other financial information included in the Registration Statement/Proxy Statement, in form and substance reasonably satisfactory to the Company (the “SPAC Auditor Comfort Letter”), and a letter, dated as of the date of the Company Special Meeting, to the effect that the SPAC Auditor reaffirms the statements made in the SPAC Auditor Comfort Letter, in form and substance reasonably satisfactory to the Company; (xii) a legal opinion, dated as of each Delivery Date and addressed to the Company, by Xxxxxx, legal counsel for the SPAC, in form and substance reasonably satisfactory to the Company; (xiii) and to the Trustee, the documents, opinions, opinions and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination;; and (viiixiv) evidence that is reasonably satisfactory to Contributor and the Company, an Company (which reasonably satisfactory evidence may include (x) one or more assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”)agreements, duly executed by Parent; and the applicable SPAC creditor, vendor or claimant, the SPAC, as assignor, and the applicable assignee, pursuant to which the Liabilities of the SPAC owed to such creditor, vendor or claimant are assigned to such assignee, and/or (ixy) any other documentsdocumentation reflecting the settlement or other satisfaction of amounts owed to one or more of the SPAC’s creditors, instruments, records, correspondence, filings, recordings vendors or agreements called for hereunder as shall be reasonably required to consummate claimants) that the Transactions, which have Unpaid SPAC Expenses do not previously been deliveredexceed $4,500,000 at the Effective Time. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the followingfollowing to the SPAC: (i) to Contributor, the Stock ConsiderationCompany Bring-Down Certificate; (ii) to Contributor a properly executed certification that the Company Shares are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the other parties theretoCode, together with a counterpart notice to the Stockholders’ AgreementIRS, duly executed and proof reasonably satisfactory to the SPAC that the Company has provided notice of such certification to the IRS in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations, dated as of the Closing Date, signed by an officer of the Company; (iii) a certificate, dated as of the Closing Date, signed by the Secretary of the Company, certifying as to Contributor (A) the Company’s and each Company Material Subsidiary’s Governing Documents and the other parties theretoincumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is or will be a party, a counterpart to and (B) the Registration Rights Agreementresolutions of the Company Board authorizing the execution, duly executed delivery and performance by the CompanyCompany of this Agreement and each Ancillary Agreement to which it is or will be a party; (iv) a certificate of the secretary of state (or other applicable office) in which the Company and each of the Company Material Subsidiaries is organized and qualified to Contributordo business, dated as of a date not more than five (5) Business Days prior to the certificate described Closing Date, certifying as to the good standing and non-delinquent Tax status of the Company and each such Company Material Subsidiary in Section 9.2(c)such jurisdiction; (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part a copy of its obligations under the Forward Purchase Put Option Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, a copy of the Assignment Lockup Agreement, duly executed by the CompanyCompany and the stockholders of the Company that are party thereto; (vii) a comfort letter, dated as of the date the Registration Statement/Proxy Statement is declared effective by the SEC and addressed to each of Parent the SPAC and the Warrant AgentSponsor, a counterpart by the Vaso Auditor concerning the financial statements of the Warrant Agreement AssignmentCompany and certain other financial information included in the Registration Statement/Proxy Statement, in form and substance reasonably satisfactory to the SPAC and the Sponsor (the “Vaso Auditor Comfort Letter”), and a letter, dated as of the date of the SPAC Special Meeting, to the effect that the Vaso Auditor reaffirms the statements made in the Vaso Auditor Comfort Letter, in form and substance reasonably satisfactory to the SPAC and the Sponsor; (viii) a legal opinion and negative assurance letter(s), dated as of each Delivery Date and addressed to the SPAC, by Company Counsel, legal counsel to the Company, in form and substance reasonably satisfactory to the SPAC and the Sponsor; (ix) a copy of the Sponsor Letter Agreement, duly executed by the Company; and (viiix) any other documentsa copy of the Amended and Restated Registration Rights Agreement, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate duly executed by the Transactions, which have not previously been deliveredCompany Stockholders party thereto and the directors and/or officers of the Company party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent Rice shall deliver, or shall cause to be delivereddelivered (including by causing its applicable Subsidiaries to deliver), the following: (i) to Contributorthe Vantage Sellers, the certificate described Cash Consideration, the Deposit, the Equity Consideration and the Class A Preferred Stock as provided in Section 9.2(c)2.1; (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant AgentVantage Sellers, a duly executed counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by Parent, which shall have been filed in accordance with Section 2.1; (vii) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Investor Rights Agreement, duly executed by Contributor; (iii) to the Company and ParentVantage Sellers, the Assignment Agreement, a duly executed by Contributorscounterpart of the LLC Agreement; (iv) to the CompanyVantage Sellers, a properly duly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to counterpart of the non-foreign status of each ContributorAssignment Agreement; (v) to the Parent PartiesCompany and each Vantage Seller, the certificate described in Section 9.3(c7.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (cb) At or prior to the Closing, the Company each Vantage Seller shall deliver, or shall cause to be delivered, the following: (i) to ContributorRice, a counterpart of the Stock Considerationassignment of such Vantage Seller’s Interests in the Company, in substantially the form attached hereto as Exhibit C (each, an “Assignment Agreement”), duly executed by such Vantage Seller; (ii) to Contributor and the other parties theretoRice, a counterpart to the Stockholders’ Agreement, duly executed by counterpart of the CompanyInvestor Rights Agreement; (iii) to Contributor and the other parties theretoRice, a counterpart to the Registration Rights Agreement, duly executed by counterpart of the CompanyLLC Agreement; (iv) to ContributorRice, a certificate of non-foreign status meeting the certificate described in Section 9.2(crequirements of Treas. Reg. § 1.1445-2(b)(2); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase AgreementRice, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Companycertificate described in Section 7.2(c); and (viiivi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered.

Deliveries and Actions at Closing. On the Closing Date, the Sellers and the Purchasers shall perform the following actions in the following order: (a) At The Sellers shall deliver a written statement issued by all Sellers confirming that (i) no breach of any of the covenants set out in Clause 5 has occurred in any material respect, (ii) the representations and warranties of the Sellers under Clause 6 are true and correct in all material respects, and (iii) that no Material Adverse Effect has occurred since the Signing Date; (b) The Sellers shall deliver to the Purchasers evidence that the counterparties to the agreements listed in Exhibit./4.2(e) have granted their unconditional and irrevocable consent (including any waiver of rights triggered by such transfer) to the transfer of the Acquisition Shares to the Purchasers (including any waiver of rights triggered by such transfer) as contemplated by this Agreement; (c) The Sellers shall deliver to the Purchasers (i) copies of relevant agreements evidencing that the Seller 1 has entered into a consultancy agreement and the Seller 2 has entered into an employment agreement, in both cases including retention, non-competes and non-solicitation, with the Company, and the Seller 1 has entered into a termination agreement regarding his existing managing director function including a waiver of payment claims triggered by or otherwise associated with such termination, and (ii) a resignation letter issued by the Seller 1 in his capacity as managing director of the Company with effect as of the end of the Closing Date, and (iii) a declaration by the Sellers and the Co-Xxxxxx that the Company and Purchaser 2 are released from the shareholders' agreement between the Sellers, Purchaser 2 and the Company dated 21 June 2021 and any and all obligations which may have arisen thereunder, each with effect as of Closing. (d) The Purchasers shall present to the Sellers written evidence that the FDI Clearance has been duly granted or is deemed to have been granted; (e) The Parties shall execute the Escrow Agreement with the escrow agent in form and substance as set out in Exhibit./4.5(e) (to the extent not already executed prior to Closing); (f) The Parties shall execute the ClosingTransfer Deed in form and substance as set out in Exhibit./4.5(f) for the transfer of all Acquisition Shares from the Sellers to the Purchasers; (g) The Purchasers shall pay to the Sellers the Estimated Purchase Price less the Escrow Amount, Parent shall deliver, or shall cause and to be deliveredthe escrow agent set forth in the Escrow Agreement the Escrow Amount in accordance with Clause 3.2 and as evidence of such payment, the following:Purchasers shall provide the Sellers with irrevocable SWIFT or SEPA confirmations issued by their bank, confirming release of funds in an amount equal to the amount of the Estimated 28 Purchase Price to the Sellers' bank accounts set out in Clause 3.2(a) respectively to the escrow agent’s bank account according to Clause 3.2(b). Such confirmations shall be considered provided once the Sellers’ respective banks confirm (oral reply sufficient) that the irrevocable SWIFT or SEPA confirmations correspond to form and that accordingly payment transfer was plausibly initiated; being understood that such confirmations by Sellers’ banks shall not be required if they are not reachable, not capable to give such comfort or not willing to provide such service. (h) The Sellers shall deliver to the Purchasers at least one set of one DVD which the Purchasers and/or their advisors could review, in particular for compliance with the Data Room Index, at least ten (10) Business Days prior to Closing; and (i) to ContributorThe Parties shall terminate the shareholders’ agreement between the Sellers, Purchaser 2 and the certificate described Company dated 21 June 2021 (Syndication Agreement) and release the Sellers, Purchaser 2 and the Company from any and all (future) obligations in Section 9.2(cparticular the obligations deriving from Art 3 (Non-competition and non-solicitation agreements); , each with effect as of Closing, it being understood that claims for breaches (iiif any) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart Syndication Agreement that may have occurred prior to Closing shall remain unaffected. The termination shall be such that none of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by Parent, which provisions shall have been filed in accordance with Section 2.1; any effect after the termination except Art 13 (vii9) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been deliveredConfidentiality. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the Stock Consideration; (ii) to Contributor and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by the Company; (iii) to Contributor and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by the Company; (iv) to Contributor, the certificate described in Section 9.2(c); (v) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Company; and (viii) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent the Buyer shall deliver, or shall cause to be delivered, the following: (i) on behalf of or at the direction of the Company, to Contributoreach lender or other creditor of the Company, its Subsidiaries or any of the Blockers, the certificate described amount of Indebtedness under the Credit Facilities and any other Indebtedness required by its terms to be repaid at the Closing, as specified in Section 9.2(cthe applicable payoff letter for such lender or creditor (collectively, the “Payoff Letters”), in order to fully discharge such Indebtedness and terminate all applicable obligations of the Company, the Blockers and any of their respective Affiliates related thereto; (ii) to on behalf of or at the direction of the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each Person who is owed a portion of the Company and Transaction Expenses the Warrant Agent, a counterpart of amount set forth opposite such Person’s name on the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by Parent, which shall have been filed in accordance with Section 2.1; (vii) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by ContributorPreliminary Closing Statement; (iii) to the Company Escrow Agent, (A) the Adjustment Escrow Amount for deposit into the Adjustment Escrow Fund, (B) the Sellers Representative Escrow Amount for deposit in the Sellers Representative Escrow Fund, and Parent(C) the Insurance Deductible Escrow Amount for deposit into the Insurance Deductible Escrow Fund, in each case to be held, invested and distributed as provided in the Assignment Escrow Agreement, duly executed by Contributors; (iv) to each Seller, the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each ContributorEstimated Net Purchase Price Per Seller; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (c) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the Stock Consideration; (ii) to Contributor Sellers Representative and the other parties theretoEscrow Agent, a counterpart to of the Stockholders’ Escrow Agreement, duly executed by the CompanyBuyer; (vi) to the Sellers Representative, a secretary’s certificate from the Buyer, which certifies as true, accurate, and complete, as of the Closing Date: (A) the Buyer’s certificate of incorporation, as amended; (B) the Buyer’s bylaws, as amended; (C) a copy of the resolutions of the Buyer’s board of directors authorizing the execution, delivery, and performance of this Agreement and the ancillary agreements described herein, and the consummation by the Buyer of the transactions contemplated hereby and thereby; and (D) the incumbency of the officer or officers authorized to execute on behalf of the Buyer this Agreement and any ancillary agreements; and (vii) to the Sellers, a certificate, dated as of the Closing Date and duly executed by an authorized officer on behalf of the Buyer, certifying the matters set forth in Section 6.2(a) and Section 6.2(b). (b) At the Closing, the Company or the Sellers shall deliver or cause to be delivered to the Buyer: (i) an assignment of all of the right, title and interest in one hundred percent (100%) of the outstanding Securities (other than the Contributed Units), together with the certificates representing such Securities (other than the Contributed Units), if any, duly endorsed in blank or accompanied by equity powers or other documents of transfer duly endorsed in blank in proper form, in each case, sufficient to validly convey each Seller’s ownership interest in such Securities to the Buyer, free and clear of all Encumbrances other than restrictions on transfer under any applicable state or federal securities Laws or under any organizational documents of such Person; (ii) the Payoff Letters, which shall contain customary terms and be in a form reasonably satisfactory to the Buyer; (iii) to Contributor copies of the executed Landlord Consents actually received as of the Closing Date; (iv) a secretary’s certificate from the Company and each Blocker, which certifies as true, accurate, and complete, as of the Closing Date, (A) the Company’s or such Blocker’s, as applicable, certificate of formation, as amended, and (B) the Company’s or such Blocker’s, as applicable, limited liability company agreement, as amended and (C) applicable excerpts from the resolutions of the Company’s or such Blocker’s, as applicable, board of managers and/or members, as applicable, authorizing the execution, delivery, and performance of this Agreement and the ancillary agreements described herein, and the consummation by the Company or such Blocker, as applicable, of the transactions contemplated hereby and thereby, and (D) the incumbency of the officer or officers authorized to execute on behalf of the Company or such Blocker, as applicable, this Agreement and any ancillary agreements; (v) a secretary’s certificate from the Company, which certifies as true, accurate, and complete, as of the Closing Date, each Subsidiary of the Company’s (A) certificate of formation or other parties theretoorganizational documents, as amended, and (B) limited liability company agreement or other governing documents, as amended; (vi) a certificate from each Company Unit Seller conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), certifying that such Company Unit Seller is not a “foreign person” within the meaning of Section 1445 of the Code, dated as of the Closing Date and in form and substance reasonably satisfactory to the Buyer; provided, however, that if a certificate from a Company Unit Seller is not delivered, the Buyer’s sole recourse pursuant to this Agreement shall be to withhold in accordance with Section 5.23; (vii) the FIRPTA Documentation from each of the Blockers, provided, however, that if the FIRPTA Documentation from a Blocker is not delivered the Buyer’s sole recourse pursuant to this Agreement shall be to withhold in accordance with Section 5.23; (viii) (A) a certificate, dated as of the Closing Date and duly executed by the chief executive officer or chief operating officer of the Company, each Blocker and the Sellers Representative, on behalf of all of the Sellers, certifying the matters set forth in Section 6.3(a) and Section 6.3(b) and (B) a certificate, dated as of the Closing Date and duly executed by the chief executive officer and chief operating officer of the Company, certifying the matters set forth in Section 6.3(c); (ix) a counterpart to of the Registration Rights Escrow Agreement, duly executed by the CompanySellers Representative and the Escrow Agent; (ivx) evidence, in form reasonably satisfactory to Contributorthe Buyer, of termination of that certain Management Services Agreement by and between the certificate described in Section 9.2(c)Company and Calera Capital Advisor, L.P., dated March 30, 2012 and mutual release of all rights and obligations thereunder, effective as of the Closing Date; (vxi) evidence, in form reasonably satisfactory to HighPeak Ithe Buyer, HPEP I of termination of all employment agreements, consulting agreements, severance agreements and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part change of its obligations under the Forward Purchase Agreement, the Forward Purchase Agreement Amendment, duly executed by the Company; (vi) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; (vii) to each of Parent and the Warrant Agent, a counterpart control agreements set forth on Section 5.14 of the Warrant Agreement Assignment, duly executed by the CompanyCompany Disclosure Letter; and (viiixii) any other documentsa copy of the termination notice sent to Xxxxxx Xxxx Xxxxx with respect to the termination of that certain Consulting Agreement by and between Sleepy’s, instrumentsLLC, recordsand Xxxxxx Xxxx Xxxxx, correspondencedated January 7, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered2011.