Common use of Deliveries and Actions at Closing Clause in Contracts

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC shall deliver, or shall cause to be delivered, the following to the Company: (i) the SPAC Bring-Down Certificate; (ii) the Certificate of Merger, duly executed by Mxxxxx Sub, which shall have been filed in accordance with Section 2.1(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 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; (ix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreement, duly executed by the SPAC; and (xii) (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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictions. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company 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 (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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, 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 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 Key Individual; and (viii) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC Parent shall deliver, or shall cause to be delivered, the following to the Companyfollowing: (i) to Contributor, the SPAC Bring-Down Certificatecertificate 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 other 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 8.19; (vi) to Contributor, the Certificate of Merger, duly executed by Mxxxxx SubParent, which shall have been filed in accordance with Section 2.1(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 Sub2.1; (vii) written resignations of all of the directors to Contributor and officers of the SPAC (other than those set forth on Exhibit G); (viii) 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; (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) a certificateany other documents, dated instruments, records, correspondence, filings, recordings or agreements called for hereunder as of shall be reasonably required to consummate the Closing DateTransactions, signed by which have not previously been delivered. (b) At or prior to the Secretary of Closing, Contributor shall deliver, or shall cause to be delivered, the SPAC, certifying as following: (i) to (A) the SPAC’s and Merger Subs’ respective Governing Documents Parent and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement other parties thereto, a counterpart to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the SPACother 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 (xiivi) (A) joinders (in form and substance 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 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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictionsbeen delivered. (bc) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPACfollowing: (i) to Contributor, the Company Bring-Down CertificateStock Consideration; (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 (A) the Company’s and each of its Subsidiary’s organizational documents Contributor and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is other parties thereto, 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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, dated as of a date not more than five (5) Business Days prior counterpart to the 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 Stockholders’ Agreement, duly executed by the Key Individual; andCompany; (viiiiii) to Contributor and the other parties thereto, a copy of counterpart to the Registration Rights Agreement, duly executed by the Company Stockholders party theretoCompany; (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 other 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; (vii) to Contributor and Parent, the Assignment Agreement, duly executed by the Company; and (viii) to each of Parent and the Warrant Agent, a counterpart of the Warrant Agreement Amendment and Warrant Agreement Assignment, duly executed by the Company; (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.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC Parent shall deliver, or shall cause to be delivered, the following to the Companyfollowing: (i) to Contributor, the SPAC Bring-Down Certificatecertificate 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 Mxxxxx SubParent, which shall have been filed in accordance with Section 2.1(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 Sub2.1; (vii) written resignations of all of the directors to Contributor and officers of the SPAC (other than those set forth on Exhibit G); (viii) 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; (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) a certificateany other documents, dated instruments, records, correspondence, filings, recordings or agreements called for hereunder as of shall be reasonably required to consummate the Closing DateTransactions, signed by which have not previously been delivered. (b) At or prior to the Secretary of Closing, Contributor shall deliver, or shall cause to be delivered, the SPAC, certifying as following: (i) to (A) the SPAC’s and Merger Subs’ respective Governing Documents Parent and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement other parties thereto, a counterpart to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the SPACother 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 (xiivi) (A) joinders (in form and substance 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 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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictionsbeen delivered. (bc) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPACfollowing: (i) to Contributor, the Company Bring-Down CertificateStock Consideration; (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 (A) the Company’s and each of its Subsidiary’s organizational documents Contributor and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is other parties thereto, 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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, dated as of a date not more than five (5) Business Days prior counterpart to the 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 Stockholders’ Agreement, duly executed by the Key Individual; andCompany; (viiiiii) to Contributor and the other parties thereto, a copy of counterpart to the Registration Rights Agreement, duly executed by the Company Stockholders party theretoCompany; (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, the SPAC shall deliver, or shall cause to be delivered, the following to the Company: (i) the SPAC Bring-Down Certificate; (ii) the Certificate of Merger, duly executed by Mxxxxx Sub, which shall have been filed in accordance with Section 2.1(b)the terms hereof; (iii) the SPAC A&R CxX, duly executed by the SPAC, which shall have been 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) invoices or other written evidence reflecting all Unpaid a copy of the Lockup Agreement, duly executed by the SPAC Expensesand 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 the Closing Date, certifying as to the good standing and non-delinquent Tax status of each of the SPAC and Merger Sub; (viixi) written resignations of all a comfort letter, dated as of the directors date the Registration Statement/Proxy Statement is declared effective by the SEC and officers 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 (other than those set forth on Exhibit Gthe “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; (viiixii) 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 and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination;; and (ixxiv) a certificate, dated as of evidence that is reasonably satisfactory to the Closing Date, signed by the Secretary of the SPAC, certifying as to Company (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; reasonably satisfactory evidence may include (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreementone or more assignment agreements, duly executed by the applicable SPAC creditor, vendor or claimant, the SPAC; and (xii) (A) joinders (in form , as assignor, and substance previously filed with the SEC) applicable assignee, pursuant to that certain letter agreement, dated as which the Liabilities of January 19, 2022, from all Persons (other than the SPAC and owed to such creditor, vendor or claimant are assigned to such assignee, and/or (y) other documentation reflecting the Sponsor) party settlement or other satisfaction of amounts owed to any Non-Redemption Agreement and Assignment of Economic Interest (one or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock more of the Company pursuant to SPAC’s creditors, vendors or claimants) that the Series I Preferred Stock Purchase Agreement or an Interim Series I Issuance, in each case, who receive Unpaid SPAC Shares or SPAC Warrants from Expenses do not exceed $4,500,000 at 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictionsEffective Time. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company Bring-Down Certificate; (ii) a properly executed certification from that the Company complying Shares are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS, 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 Treasury Regulations Sections Section 1.897-2(h2(h)(2) and 1.1445-2(c)(3)of the Treasury Regulations, dated as of the Closing Date, signed by an officer of the Company; (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 (A) the Company’s and each of its Company Material Subsidiary’s organizational documents Governing Documents and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is or will be a party 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; (viv) a certificate of the secretary of state (or other applicable office) in which the Company and each of its the Company Material Subsidiaries is organized and qualified to do business, 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 the Company and each such Company Material Subsidiary in such jurisdiction; (v) a copy of the Put Option Agreement, duly executed by the Company; (vi) written resignations a copy of the directors Lockup Agreement, duly executed by the Company and officers the stockholders of the Company set forth in Section 2.6(b) of the SPAC Disclosure Schedulesthat 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 the SPAC and the Sponsor, by the Vaso Auditor concerning the financial statements of the Company 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 Director Designation Sponsor Letter Agreement, duly executed by the Key IndividualCompany; and (viiix) a copy of the Amended and Restated Registration Rights Agreement, duly executed by the Company 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, Rice shall deliver, or shall cause to be delivered (including by causing its applicable Subsidiaries to deliver), the SPAC following: (i) to the Vantage Sellers, the Cash Consideration, the Deposit, the Equity Consideration and the Class A Preferred Stock as provided in Section 2.1; (ii) to the Vantage Sellers, a duly executed counterpart of the Investor Rights Agreement; (iii) to the Vantage Sellers, a duly executed counterpart of the LLC Agreement; (iv) to the Vantage Sellers, a duly executed counterpart of the Assignment Agreement; (v) to the Company and each Vantage Seller, the certificate described in Section 7.3(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. (b) At the Closing, each Vantage Seller shall deliver, or shall cause to be delivered, the following to the Companyfollowing: (i) to Rice, a counterpart of the SPAC Bring-Down Certificateassignment 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) the Certificate of Mergerto Rice, a duly executed by Mxxxxx Sub, which shall have been filed in accordance with Section 2.1(b)counterpart of the Investor Rights Agreement; (iii) the SPAC A&R CxXto Rice, a duly executed by the SPAC, which shall have been filed with the Secretary of State counterpart of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC BoardLLC Agreement; (iv) to Rice, a copy certificate of non-foreign status meeting the Registration Rights Agreement, duly executed by the SPAC and the stockholders requirements of the SPAC party theretoTreas. Reg. § 1.1445-2(b)(2); (v) invoices or other written evidence reflecting all Unpaid SPAC Expenses;to Rice, the certificate described in Section 7.2(c); and (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 (any other than those set forth on Exhibit G); (viii) and to the Trustee, the documents, opinions and notices contemplated by instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (ix) a certificateTransactions, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreement, duly executed by the SPAC; and (xii) (A) joinders (in form and substance have not 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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictionsbeen delivered. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company 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 (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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, 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 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 Key Individual; and (viii) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders party thereto.

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 or prior to the Closing, the SPAC The Sellers shall deliver, or shall cause to be delivered, the following to the Company: deliver a written statement issued by all Sellers confirming that (i) no breach of any of the SPAC Bring-Down Certificate; covenants set out in Clause 5 has occurred in any material respect, (ii) the Certificate representations and warranties of Mergerthe 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 executed by Mxxxxx Sub, which shall granted or is deemed to have been filed granted; (e) The Parties shall execute the Escrow Agreement with the escrow agent in accordance with Section 2.1(bform and substance as set out in Exhibit./4.5(e) (to the extent not already executed prior to Closing); (iiif) The Parties shall execute the SPAC A&R CxX, duly executed by Transfer Deed in form and substance as set out in Exhibit./4.5(f) for the SPAC, which shall have been filed with transfer of all Acquisition Shares from the Secretary of State of Sellers to the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC BoardPurchasers; (ivg) a copy The Purchasers shall pay to the Sellers the Estimated Purchase Price less the Escrow Amount, and to the escrow agent set forth in the Escrow Agreement the Escrow Amount in accordance with Clause 3.2 and as evidence of such payment, the 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 Registration Rights AgreementEstimated 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, duly executed by the SPAC and the stockholders of the SPAC party thereto;not capable to give such comfort or not willing to provide such service. (vh) invoices or other written evidence reflecting all Unpaid SPAC Expenses; 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 (vi) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (510) 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 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; (ix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreement, duly executed by the SPACClosing; and (xiii) (A) joinders (in form and substance previously filed with The Parties shall terminate the SEC) to that certain letter agreementshareholders’ agreement between the Sellers, dated as of January 19, 2022, from all Persons (other than the SPAC Purchaser 2 and the SponsorCompany dated 21 June 2021 (Syndication Agreement) party to and release the Sellers, Purchaser 2 and the Company from any and all (future) obligations in particular the obligations deriving from Art 3 (Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictions. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company 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 (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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to the good standing competition and non-delinquent Tax status solicitation agreements), each with effect as of the Company and each such Subsidiary in such jurisdiction; Closing, it being understood that claims for breaches (vi) written resignations of the directors and officers of the Company set forth in Section 2.6(bif any) of the SPAC Disclosure Schedules; (vii) a copy Syndication Agreement that may have occurred prior to Closing shall remain unaffected. The termination shall be such that none of the Director Designation Agreement, duly executed by provisions shall have any effect after the Key Individual; and termination except Art 13 (viii9) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders party theretoConfidentiality.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC shall deliver, or shall cause to be delivered, the following to the Company: (i) the SPAC Bring-Down Certificate; (ii) the Certificate of Merger, duly executed by Mxxxxx SubMerxxx Xxb, which shall have been filed in accordance with Section 2.1(b); (iii) the SPAC A&R CxXCoI, duly 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 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; (ix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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 Merxxx Xxb of this Agreement and each Ancillary Agreement to which it is or will be a party; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreement, duly executed by the SPAC; and (xii) (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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereofExecution Date, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictions. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company 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 (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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, 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 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 Key Individual; and (viii) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC Buyer shall deliver, or shall cause to be delivered, the following to the Company: (i) on behalf of or at the SPAC Bring-Down Certificatedirection of the Company, to each lender or other creditor of the Company, its Subsidiaries or any of the Blockers, the amount of Indebtedness under the Credit Facilities and any other Indebtedness required by its terms to be repaid at the Closing, as specified in the 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) on behalf of or at the direction of the Company, to each Person who is owed a portion of the Company Transaction Expenses the amount set forth opposite such Person’s name on the Preliminary Closing Statement; (iii) to the 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 (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 Escrow Agreement; (iv) to each Seller, the Estimated Net Purchase Price Per Seller; (v) to the Sellers Representative and the Escrow Agent, a counterpart of the Escrow Agreement, duly executed by the Buyer; (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 Certificate of Merger, duly executed by Mxxxxx SubPayoff Letters, which shall have been filed contain customary terms and be in accordance with Section 2.1(b)a form reasonably satisfactory to the Buyer; (iii) the SPAC A&R CxX, duly executed by the SPAC, which shall have been filed with the Secretary of State copies of the State executed Landlord Consents actually received as of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC BoardClosing Date; (iv) a copy secretary’s certificate from the Company and each Blocker, which certifies as true, accurate, and complete, as of the Registration Rights AgreementClosing Date, duly executed (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 SPAC and the stockholders Company or such Blocker, as applicable, of the SPAC party theretotransactions 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) invoices 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 written evidence reflecting all Unpaid SPAC Expensesorganizational documents, as amended, and (B) limited liability company agreement or other governing documents, as amended; (vi) certificates 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 Secretary of State of the State of DelawareCode, dated as of a date not more than five (5) Business Days prior the Closing Date and in form and substance reasonably satisfactory to the Closing DateBuyer; provided, certifying as however, that if a certificate from a Company Unit Seller is not delivered, the Buyer’s sole recourse pursuant to the good standing and non-delinquent Tax status of each of the SPAC and Merger Subthis Agreement shall be to withhold in accordance with Section 5.23; (vii) written resignations of all the FIRPTA Documentation from each of the directors and officers of Blockers, provided, however, that if the SPAC (other than those set forth on Exhibit G)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) and to 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; (ixA) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s Date and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreement, duly executed by the SPAC; and (xii) (A) joinders (in form and substance previously filed with chief executive officer or chief operating officer of the SEC) to that certain letter agreementCompany, dated as of January 19, 2022, from all Persons (other than the SPAC each Blocker and the Sponsor) party to any Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior toSellers Representative, on or after behalf of all of the date hereofSellers, certifying the matters set forth in Section 6.3(a) and Section 6.3(b) and (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictions. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company 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 Date and duly executed by the Secretary chief executive officer and chief operating officer of the Company, certifying as to (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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, 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 the Company and each such Subsidiary in such jurisdiction; (vi) written resignations of the directors and officers of the Company matters set forth in Section 2.6(b) of the SPAC Disclosure Schedules6.3(c); (viiix) a copy counterpart of the Director Designation Escrow Agreement, duly executed by the Key IndividualSellers Representative and the Escrow Agent; (x) evidence, in form reasonably satisfactory to the Buyer, of termination of that certain Management Services Agreement by and between the 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; (xi) evidence, in form reasonably satisfactory to the Buyer, of termination of all employment agreements, consulting agreements, severance agreements and change of control agreements set forth on Section 5.14 of the Company Disclosure Letter; and (viiixii) a copy of the Registration Rights Agreementtermination notice sent to Xxxxxx Xxxx Xxxxx with respect to the termination of that certain Consulting Agreement by and between Sleepy’s, duly executed by the Company Stockholders party theretoLLC, and Xxxxxx Xxxx Xxxxx, dated January 7, 2011.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC shall deliver, or shall cause to be delivered, the following to the Company: (i) the SPAC Bring-Down Certificate; (ii) the Certificate of Merger, duly executed by Mxxxxx Xxxxxx Sub, which shall have been filed in accordance with Section 2.1(b); (iii) the SPAC A&R CxXXxX, 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 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; (ix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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 Xxxxxx Sub of this Agreement and each Ancillary Agreement to which it is or will be a party; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreement, duly executed by the SPAC; and (xii) (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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereofExecution Date, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictions. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company 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 (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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, 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 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 Key Individual; and (viii) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC Buyer shall deliver, or shall cause to be delivered, the following to the Company: (i) the SPAC Bring-Down CertificateIndemnification Escrow Amount to the Escrow Agent, to be held and disbursed in accordance with the terms of the Indemnification Escrow Agreement; (ii) the Certificate of MergerA/R Escrow Amount to the Escrow Agent, duly executed by Mxxxxx Sub, which shall have been filed to be held and disbursed in accordance with Section 2.1(bthe terms of the A/R Escrow Agreement; (iii) on behalf of Seller: (A) to EuroAmerican Investment Corp., the outstanding principal amount ($953,000 as of the date hereof), together with all other amounts due, including without limitation, accrued and unpaid interest through the Closing Date, 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 Seller Notes, 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 Closing as set forth on Schedule 2.6(a)(iii) and (C) to 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 Seller in cash, by wire transfer of immediately 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 the Closing other than the Excluded Liabilities; (vi) certificates representing the NIM Shares; (vii) the Assumption Agreement; (viii) the Registration Rights Agreement; and (ix) the Put Agreement. (b) At the Closing, the Seller shall deliver to the Buyer: (i) the Bill of Sale; (ii) certificates representing txx Shares, duly endorsed or accompanied by duly executed stock powers for transfer to Buyer; (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 BoardRegistration Rights Agreement; (iv) a copy of the Registration Rights Put Agreement, duly executed by the SPAC and the stockholders of the SPAC party thereto; (v) invoices or other written evidence reflecting all Unpaid SPAC Expensesthe Required Consents; (vi) certificates resignations of (A) Mr. Ehud Laska as an officer and director 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 Secretary Sellxx; (vii) evidence that each of State Messrs. Laska, Olson and Salzman have been removed fxxx xny xxxx accouxxx xx lockboxes maintained by the Seller or any Subsidiary to which they are an authorized signatory; and (viii) such instruments of assignment and consents of third parties and Governmental Bodies as shall be required to vest in the Buyer good and marketable title to the Assets, including, without limitation, assignments of the State of Delaware, dated as of a date not more than five Assigned Contracts. (5c) Business Days On or prior to the Closing Date, certifying as 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 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 the Trusteebe deposited, the documents, opinions Indemnification Escrow Amount and notices the A/R Escrow Amount with the Escrow Agent in the escrow accounts contemplated by the Trust Indemnification Escrow Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (ix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation A/R Escrow Agreement, duly executed by the SPAC; and (xii) (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 Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock of the Company pursuant to the Series I Preferred Stock Purchase Agreement or 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictions. (bd) At or prior to the Closing, the Company parties shall deliverdeliver such other certificates, instruments or shall cause to be delivered, the following to the SPAC: (i) the Company 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 documents as required by Article VI or Article VII or any 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 (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 provision 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 applicable office) in which the Company and each of its Subsidiaries is organized and qualified to do business, 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 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 Key Individual; and (viii) a copy of the Registration Rights Agreement, duly executed by the Company Stockholders party thereto.

Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC shall deliver, or shall cause to be delivered, the following to the Company: (i) the SPAC Bring-Down Certificate; (ii) the Certificate of Merger, duly executed by Mxxxxx Xxxxxx Sub, which shall have been filed in accordance with Section 2.1(b)the terms hereof; (iii) the SPAC A&R CxXXxX, duly executed by the SPAC, which shall have been 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) invoices or other written evidence reflecting all Unpaid a copy of the Lockup Agreement, duly executed by the SPAC Expensesand 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 the Closing Date, certifying as to the good standing and non-delinquent Tax status of each of the SPAC and Merger Sub; (viixi) written resignations of all a comfort letter, dated as of the directors date the Registration Statement/Proxy Statement is declared effective by the SEC and officers 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 (other than those set forth on Exhibit Gthe “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; (viiixii) 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 and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination;; and (ixxiv) a certificate, dated as of evidence that is reasonably satisfactory to the Closing Date, signed by the Secretary of the SPAC, certifying as to Company (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the 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; reasonably satisfactory evidence may include (x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3); (xi) a copy of the Director Designation Agreementone or more assignment agreements, duly executed by the applicable SPAC creditor, vendor or claimant, the SPAC; and (xii) (A) joinders (in form , as assignor, and substance previously filed with the SEC) applicable assignee, pursuant to that certain letter agreement, dated as which the Liabilities of January 19, 2022, from all Persons (other than the SPAC and owed to such creditor, vendor or claimant are assigned to such assignee, and/or (y) other documentation reflecting the Sponsor) party settlement or other satisfaction of amounts owed to any Non-Redemption Agreement and Assignment of Economic Interest (one or any similar Contract) entered into by the SPAC and/or the Sponsor prior to, on or after the date hereof, (B) joinders (in form and substance reasonably acceptable to the Company) to the Sponsor Letter Agreement and that certain letter agreement, dated as of January 19, 2022, from all Persons who are issued Series I Convertible Preferred Stock more of the Company pursuant to SPAC’s creditors, vendors or claimants) that the Series I Preferred Stock Purchase Agreement or an Interim Series I Issuance, in each case, who receive Unpaid SPAC Shares or SPAC Warrants from Expenses do not exceed $4,500,000 at 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 of January 19, 2022, of each PIPE Investor who receive SPAC Shares or SPAC Warrants from the Sponsor or any of its Affiliates to the extent such PIPE Investor agrees to any lock-up restrictionsEffective Time. (b) At or prior to the Closing, the Company shall deliver, or shall cause to be delivered, the following to the SPAC: (i) the Company Bring-Down Certificate; (ii) a properly executed certification from that the Company complying Shares are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS, 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 Treasury Regulations Sections Section 1.897-2(h2(h)(2) and 1.1445-2(c)(3)of the Treasury Regulations, dated as of the Closing Date, signed by an officer of the Company; (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 (A) the Company’s and each of its Company Material Subsidiary’s organizational documents Governing Documents and the incumbency of the Company’s officers executing this Agreement and each Ancillary Agreement to which it is or will be a party 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; (viv) a certificate of the secretary of state (or other applicable office) in which the Company and each of its the Company Material Subsidiaries is organized and qualified to do business, 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 the Company and each such Company Material Subsidiary in such jurisdiction; (v) a copy of the Put Option Agreement, duly executed by the Company; (vi) written resignations a copy of the directors Lockup Agreement, duly executed by the Company and officers the stockholders of the Company set forth in Section 2.6(b) of the SPAC Disclosure Schedulesthat 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 the SPAC and the Sponsor, by the Vaso Auditor concerning the financial statements of the Company 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 Director Designation Sponsor Letter Agreement, duly executed by the Key IndividualCompany; and (viiix) a copy of the Amended and Restated Registration Rights Agreement, duly executed by the Company Stockholders party thereto and the directors and/or officers of the Company party thereto.