Letter Agreement Terms. Upon the Closing, Buyer will (i) issue to Colonnade 5% common equity in Buyer and (ii) pay Colonnade as and when provided in the Letter Agreement $2 million in exchange for Colonnade’s release of any and all liens, claims, encumbrances, demands, or causes of action of any kind and of every nature whatsoever against the Purchased Assets and the Sellers, including their affiliates, subsidiaries, officers, directors, shareholders, agents, attorneys, advisors, and employees, arising from or related to the Agreement and Plan of Merger, by and between Colonnade and Plastiq, dated as of August 3, 2022, collectively estimated at approximately $69.7 million (including approximately $57.5 million in damages and $12.185 million in out-of-pocket expenditures). As between the parties to the Letter Agreement, the Letter Agreement not this Agreement shall control. EXHIBIT C FORM OF BILL OF SALE This Bill of Sale, dated as of [________], 2023 (this “Bill of Sale”), is made and entered into by and among PLASTIQ INC., PLV INC. AND NEARSIDE BUSINESS CORP., (“Sellers”) and PLASTIQ, POWERED BY PRIORITY, LLC, a Delaware limited liability company (together with its permitted successors, designees and assigns, “Buyer”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement, dated as of May 23, 2023 (the “Asset Purchase Agreement”), by and among Buyer and Sellers.
Letter Agreement Terms. On or prior to the Termination Date, the Purchaser and the Seller shall enter into a letter agreement which shall set forth the following agreements:
