Common use of Payment of the Purchase Price Clause in Contracts

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as follows: (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding Subject to the First Deferred Payment that should be executed by terms and provisions of this Agreement, the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured paid by the Surviving Corporation at the Acquisition Closing as follows: (i) An initial EUR 10,045,248.87 payment the Surviving Corporation shall pay, on behalf of the Company, all amounts necessary to pay all outstanding principal and accrued interest on, and satisfy all other outstanding obligations owed by the Company under the business loan agreement and promissory note, each dated February 23, 2022, with Xxxxxxx Xxxxxxx Bank (the “Initial PaymentXxxxxxx Loan”) or the Surviving Corporation shall be executed by Purchaser to BP on or before 11 August 2023 but not before assume the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; andXxxxxxx Loan as further described below; (ii) A second EUR 9,909,502.27 payment the Purchase Price minus the payments made to satisfy the Xxxxxxx Loan, or the dollar amount of balance of the Xxxxxxx Loan assumed by the Surviving Corporation (including any accrued interest), as applicable (the “Second PaymentRemaining Proceeds”), shall be paid by the Surviving Corporation as follows: (A) if the Remaining Proceeds are to be paid in cash in connection with an Equity Purchase or a Company Merger, the Surviving Corporation will purchase all of the outstanding Company Equity Interests from each Company Owner at a price per Company Equity Interest (“Per Unit Equity Price”) equal to (I) the Remaining Proceeds divided by, (II) total number of Company Equity Interests outstanding at the time of the Acquisition Closing. The Per Unit Equity Price will be paid by the Surviving Corporation directly to each of the Company Owners for each Company Equity Interest surrendered, transferred, and assigned by them to the Surviving Corporation at or after the Acquisition Closing. Such Per Unit Equity Price shall be executed paid to each such Company Owner by Purchaser means of wire or other transfer of immediately available United States funds to BP on an account with the bank or before 21 August 2023 other financial institution as instructed by such Company Owner. (B) if the Remaining Proceeds are to be paid in Common Stock in connection with an Exchange Transfer or a Company Merger, the Surviving Corporation will exchange shares of Common Stock for all of the outstanding Company Equity Interests from each Company Owner at an exchange rate per Company Equity Interest (“Per Unit Exchange Consideration”) equal to (I) Remaining Proceeds divided by (II) the product of (y) the total number of Company Equity Interests outstanding at the time of the Acquisition Closing, and (z) the Common Stock Market Price. The Per Unit Exchange Consideration that a Company Owner has the right to receive pursuant to this Section 4(b)(ii)(B) in respect of each Company Equity Interest held by them shall only be issued and distributed to such Company Owner upon the assignment and surrender of all such Company Equity Interests beneficially owned by such Company Owner to the Surviving Corporation. Until surrendered as contemplated by this Section 4(b)(ii)(B), the Surviving Corporation shall not be obligated to deliver any portion of the Per Unit Exchange Consideration to a Company Owner. For purposes of this Agreement, the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date Common Stock Market Price” shall be deemed extended until 29 August 2023 and to be the Purchaser average of the last daily sales price of Common Stock as reported by OTC Markets (xxxxxxxxxx.xxx), or if not reported thereby, another authoritative source selected by Surviving Corporation) for the ten (10) consecutive full trading days in which such shares are traded ending at the close of trading on the fifth business day preceding the Acquisition Closing. (C) if an Asset Acquisition, (I) if the Remaining Proceeds are to be paid in cash, the Surviving Corporation shall be entitled to pay the remaining amount Remaining Proceeds to the Company by means of wire or other transfer of immediately available United States funds to an account with the Second Payment to BP on bank or before 29 August 2023. For other financial institution as instructed by the avoidance of doubtCompany, and (II) if the Purchaser does not make Remaining Proceeds are to be paid in Common Stock, the EUR 5,000,000 on or before the SP Longstop Date, it Surviving Corporation shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant deliver to the Seller a pay-off letter in partial satisfaction Company that number of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount shares of Common Stock that is equal to the Purchase Remaining Proceeds divided by the Common Stock Market Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured paid by the Buyer as follows: (a) The Buyer shall deliver the following to the Escrow Agent: (i) An initial EUR 10,045,248.87 payment at the Closing, cash in an amount equal to $100,000 (the “Initial PaymentCash Escrow Amount”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP); and (ii) A second EUR 9,909,502.27 payment when, and if, Buyer Shares (as defined below) are issued pursuant to Section 1.3(d), the number of shares of Buyer Common Stock (the “Second PaymentStock Escrow Shares”) equal to (x) 402,010 shares, less (y) the number of shares of Buyer Common Stock that would have been disbursed from the Escrow Account for a Claim or Adjustment (as such terms are defined in the Escrow Agreement) pursuant to the terms of this Agreement and the Escrow Agreement on or prior to the Buyer Share Delivery Date had the Stock Escrow Shares been delivered to the Escrow Agent on the Closing Date; and if Buyer Shares are not issued, at the time Common Units are returned to the Sellers pursuant to Section 1.3(d), the number of Common Units (the “Escrow Units”) equal to (A) 366,535 Common Units, less (B) the number of Common Units determined by dividing (I) the aggregate amount of all Claims and Adjustments for which shares of Buyer Common Stock would have been disbursed from the Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement on or prior to the Returned Common Unit Delivery Date had the Stock Escrow Shares been delivered to the Escrow Agent on the Closing Date, by (II) the Common Unit Price. (b) The Buyer shall deliver to the Seller Representative on behalf of the Sellers cash in an amount equal to $2,568,796.58 less the Cash Escrow Amount. (c) The Buyer shall deliver to the Seller Representative on behalf of the Sellers a Secured Promissory Note in the form attached hereto as Exhibit B having a principal amount equal to $1,750,000 (the “Note”) in favor of Pulse Sellers, LLC, a Utah limited liability company owned by the Sellers (“Pulse Sellers”). The Note shall be executed secured by Purchaser a Pledge and Security Agreement in the form attached hereto as Exhibit C (the “Pledge Agreement”) made with respect to BP all of the Securities acquired hereunder, which shall grant Pulse Sellers a second-position security interest in the Securities. (d) Upon the Buyer’s receipt of Shareholder Approval, which the Buyer covenants it shall use its reasonable best efforts to obtain, the Buyer shall deliver to the Seller Representative on behalf of the Sellers a number of shares of Buyer Common Stock equal to (i) 1,608,040 shares (the “Buyer Shares”), less (ii) 402,010 shares. In the event the Buyer fails to receive Shareholder Approval on or before 21 August 2023 December 31, 2010, the Buyer shall deliver to Pulse Holdings, LLC, a Utah limited liability company owned by the Sellers (“Pulse Holdings”), on behalf of the Sellers, a number of Common Units equal to (x) 1,314,945 Common Units (the “SP Longstop DateReturned Common Units”). Notwithstanding the above) less (y) 366,535 Common Units, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date which Returned Common Units shall be deemed extended until 29 August 2023 free from all Liens of any kind, nature and the Purchaser shall be entitled to pay the remaining amount description other than Liens in favor of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial PaymentFifth Third Bank. Additionally, upon receipt the return to Pulse Holdings of Returned Common Units, the Buyer covenants and agrees to take all actions required by the LLC Agreement, as amended, to admit Pulse Holdings as a member of the Initial Payment Company, including the voting of all of its Common Units in favor of admitting Pulse Holdings as a member of the Company. Each of the Sellers and Pulse Holdings acknowledges and agrees that all Returned Common Units shall be pledged in accordance with a pledge agreement in the Second Payment, BP shall grant form required by Fifth Third Bank. (e) Notwithstanding anything to the contrary herein, if and to the extent that Buyer Shares are issued hereunder, on any date the issuance of any Buyer Shares to a Seller a pay-off letter would result in partial satisfaction such Seller being deemed the beneficial owner of more than 9.99% of the First Deferred Paymentthen-Outstanding Buyer Common Stock, which will be deemed then such Seller shall not have the right to have been partially paid to BP for an amount equal to the Purchase Pricereceive, and the latter will partly release and dischargeBuyer shall not be permitted to issue, from any and all actions whatsoever which BP had, has or could have against Buyer Shares in the name of such Seller in connection with the relevant share of the First Deferred Payment.as shall cause

Payment of the Purchase Price. The Purchaser will pay the TGA Purchase Price to BP, on account of and the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The TGASRI Purchase Price shall be configured payable to the Sellers in proportion to their ownership of the TGA Stock and the TGASRI Stock, respectively, in each case as set forth in Schedule 1.1. The Total Purchase Price shall be payable to the Sellers as follows: (a) At the Closing, Purchaser shall pay to the Sellers an aggregate of $13,150,000.00, consisting of the TGASRI Purchase Price and $12,950,000.00 of the TGA Base Purchase Price. Such payments shall be by Purchaser's checks or by wire transfers of immediately available funds to the bank account(s) set forth on a notice given to the Purchaser by the Sellers at least three (3) business days prior to the Closing Date. (b) The balance of the TGA Base Purchase Price shall be payable by the Purchaser to the Sellers in two installments of (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC$14,250,000.00, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full due on or before the SP Longstop first anniversary of the Effective Date, but and (bii) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 $9,500,000.00, due on or before the SP Longstop second anniversary of the Effective Date, then . The balance of the SP Longstop Date TGA Base Purchase Price shall be deemed extended until 29 August 2023 and evidenced by promissory notes (collectively, the "Notes" and, individually, a "Note") issued by Purchaser to the Sellers in substantially the form of Exhibit A. (c) The TGA Contingent Purchase Price, if any, shall be payable by the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP Sellers on or before 29 August 2023. For March 30, 2009; provided, however, that the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full Sellers may defer payment of the Initial PaymentTGA Contingent Purchase Price to March 30 of any subsequent calendar year in accordance with Section 1.4. AdditionallySuch payment, upon receipt if any, shall be by Purchaser's checks or by wire transfers of immediately available funds to the bank account(s) set forth on a notice given to the Purchaser by the Sellers at least three (3) business days prior to the due date of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the TGA Contingent Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.

Payment of the Purchase Price. (a) The Purchase Price will be paid in full by the Purchaser to the Seller within five (5) years of the date of formation of R&A Adoçantes S.A., a Brazilian sociedade por ações (the “Sweet JV”), according to the Joint Venture Agreement (the “JVA”) by and between Raizen Energia S.A., the Purchaser and certain subsidiary of the Purchaser, through the assignment of net preferred dividends (the “Preferred Dividends”) distributed by the Sweet JV and received by the Purchaser. (b) The Purchaser hereby assigns to Seller the Purchaser’s right to receive any Preferred Dividends distributed by the Sweet JV and that should be received by the Purchaser, until the Dividend Assignment Expiration Date, as defined below (the “Dividend Assignment”). Seller hereby accepts such Dividend Assignment. The Dividend Assignment shall expire and terminate at the earlier of expiration of the five (5) year period referred to in item (a) above or Seller’s receipt of the Purchase Price (the “Dividend Assignment Expiration Date”). (c) In the event Sweet JV fails to pay the Seller as required by Section 1.3(a) and (b) above, any Preferred Dividend distributed by the Sweet JV and received by Purchaser before the Dividend Assignment Expiration Date shall be transferred to Seller within five (5) Business Days from its receipt, by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser. The Purchaser shall send to Seller true and complete copies of Sweet JV’s unaudited quarterly balance sheets in order to verify if the Sweet JV approved the distribution of Preferred Dividends to the Purchaser. (d) If, on the Dividend Assignment Expiration Date, any portion of the Purchase Price remains to be paid by the Purchaser to Seller, Purchaser will pay Seller such unpaid portion of the Purchase Price within sixty (60) days by wire transfer of immediately available funds to BPan account designated in writing by Seller to Purchaser. (e) If, on account within the five (5) years term from the formation of the Sweet JV, there is a Liquidity Event of the Sweet JV, and any portion of the Purchase Price at that time remains to be paid by the Purchaser to Seller, Purchaser shall use cash or cash equivalent received by Purchaser in order such Liquidity Event to comply with pay to Seller an amount calculated by multiplying the Sellerpercentage reflecting the percentage reduction in Purchaser’s obligations corresponding ownership of Sweet JV by the amount of such unpaid portion of the Purchase Price within sixty (60) days by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser; and any portion that remains unpaid thereafter shall be paid to the First Deferred Payment Seller pursuant to Sections 1.3(b), (c) and (d) above. (f) If, within the five (5) years term from the formation of the Sweet JV, there is a Liquidity Event of the Company, and any portion of the Purchase Price at that should time remains to be executed paid by the Purchaser to Seller, Purchaser shall pay to Seller under such unpaid portion of the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as follows: (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding (a) Subject to the First Deferred Payment that should be executed by conditions set forth in this Agreement, the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as followspayable to the Sellers in accordance with the following payment structure: (i) An initial EUR 10,045,248.87 At Closing, a fixed payment of US$62,000,000 (sixty two million US Dollars) (the “Initial Closing Payment”), less any deduction or withholding as provided in this Agreement. From the Closing Payment, an amount equal to (A) US$5,750,000 (five million seven hundred fifty thousand US Dollars) (the “Escrow Base Amount”), plus (B) US$500,000 (five hundred thousand US Dollars) (the “Escrow Additional Amount”, and together with the Escrow Base Amount, the “Escrow Amount”) shall be executed deposited directly by Purchaser Globant into a US bank account opened by the Sellers pursuant to BP on the Escrow Agreement and shall be held in escrow until the twenty-fourth (24) month anniversary of the Closing Date and subsequently disbursed in accordance with the terms, conditions and provisions thereof. Any Escrow Amount that shall be transferred to the Sellers, shall be subject to any deduction or before 11 August 2023 withholding as set forth herein (including, but not before limited to the execution provisions of ARTICLE 7 hereof) and public announcement of subject to the Business Combination Agreement to be concluded by and among Escrow Amount release instructions as established in the SPAC, FCB, BP; andEscrow Agreement. (ii) A second EUR 9,909,502.27 payment Within ninety (90) calendar days after the end of the Deferred Consideration Period, unless a Deferred Consideration Objection Notice is delivered as provided in Section 1.4 below (the “Second PaymentDeferred Consideration Payment Date”), a deferred consideration payment of US$3,000,000 (three million US Dollars) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop DateDeferred Consideration Payment”), which shall be subject to (in addition to deductions for Damages as provided herein) the achievement by the Company of a Revenue growth of at least twenty percent (20%) for the twelve-month period commencing on August 1, 2019 (the “Deferred Consideration Period”) in comparison with the Annual Revenue Base (the “Revenue Target”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second The Deferred Consideration Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for reduced by an amount equal to the Purchase Priceone stated in Section 2.2.(b)(ii) below if paid to the Covered Employees. If the Company does not achieve the Revenue Target, the Sellers shall not be entitled to receive the Deferred Consideration Payment or any other greater or lesser amount for any reason whatsoever based on partial achievements or performance of any other variables. On the contrary, and following the latter will partly release example below, if the Company surpasses the Revenue Target, the Deferred Consideration Payment shall be (i) increased by US$350,000 (three hundred fifty thousand US Dollars) for every one percent (1%) of increase of Revenue growth in comparison with the Annual Revenue Base in excess of such Revenue Target, and discharge(ii) reduced by the High Performance Bonus amount paid in accordance with Schedule 2.2.(a); provided that, from in case that such percentage is not a whole number, the relevant payable amount shall be calculated on a proportional basis. For example, and without taking into account the amounts set forth in Section 2.2.(b)(ii) and Schedule 2.2.(a), (X) if the Revenue growth in comparison with the Annual Revenue Base during the Deferred Consideration Period exceeds the Revenue Target in 2.20%, the Deferred Consideration Payment payable to the Sellers would be increased by an amount of US$770,000; (Y) if the Revenue growth in comparison with the Annual Revenue Base during the Deferred Consideration Period exceeds the Revenue Target in 3.65%, the Deferred Consideration Payment payable to the Sellers would be increased by an amount of US$1,277,500. The Sellers hereby expressly, unconditionally and irrevocably waive, to the fullest extent permitted by applicable law, any right they may have in the future to invoke force majeure or any other similar legal statute or doctrine (whether at Law or in equity) or the occurrence of any event or circumstance (such as, but not limited to, inflation in the employment market or government-mandated salary adjustments in any jurisdiction where the Company and all actions whatsoever which BP had, has the Subsidiaries operate or could have severe FX fluctuations against the Seller US dollar) that would give rise to any right of the Sellers to request an adjustment of the Revenue Target or entail the payment of the Deferred Consideration Payment or any portion thereof without the achievement of the Revenue Target as stipulated by the Parties in connection this Agreement. As stipulated in Section 1.7., during the Deferred Consideration Period Globant shall be responsible for the management, supervision, direction and control of the Company. In this respect, Sellers acknowledge and agree that Globant shall have no duty or obligation vis-à-vis the Sellers to approve, authorize or facilitate any transaction affecting the Business of the Company after the Closing if such transaction is proposed on terms, conditions or circumstances (including pricing, staffing and/or allocation levels and/or legal terms) which are inconsistent with Globant’s or the Company’s past practice or outside of the ordinary course of the Company’s Business. Notwithstanding the foregoing, Globant undertakes to carry out the management, supervision, direction and control of the Company as stipulated in ARTICLE 1.7 below during the Deferred Consideration Period. Globant undertakes to ensure that, during such Deferred Consideration Period, the Company is able to access adequate level of funding, either through direct funding or by external financing, to ensure the operation of the Company and its Subsidiaries towards the achievement of the Revenue Target in accordance with the relevant share amounts and concepts detailed in the investment plan attached hereto as Exhibit 1.3. as a reference to be followed by the Parties. (b) The achievement or, if applicable, overachievement of the First Deferred Revenue Target shall be measured, for purposes hereof, considering the Company with its Subsidiaries on a consolidated basis and based on Globant’ audited financial statements, accounting and financial information, as prepared by Globant and audited by external auditors in accordance with Globant’s internal policies and procedures, consistently applied in accordance with international financial reporting standards (“IFRS”). (c) Except as otherwise provided herein, all amounts of the Purchase Price payable to the Sellers in cash will be payable in immediately available funds to the accounts previously informed by each of the Sellers at least five (5) Business Days before the Closing Date. (d) At Closing, the Sellers shall subscribe the number of shares of Globant S.A. (Luxembourg) restricted common stock (the “G-Shares”) that may be purchased in accordance with the calculation of the G-Shares price per share set forth herein, for a total purchase price equal to US$5,000,000 (five million US dollars) (the “G-Shares Amount”) by executing a subscription agreement in the form of Exhibit 1.3.(d) hereto (the “Subscription Agreement”). In order to determine the number of G-Shares that the Sellers shall be entitled to receive with respect to the G-Shares Amount corresponding to the Closing Payment, the G-Shares shall be valued at the price per share resulting on the volume weighted average trading price for the 60-day period until 2 days prior to Closing as quoted in the New York Stock Exchange (NYSE:GLOB). G-Shares shall be subject to a twelve (12)-month lock-up period commencing on the Closing Date, during which the Sellers shall not, without the prior written consent of Globant, offer, pledge (except in case that such a pledge would not trigger the transfer or conveyance of the G-Shares to a third party within the lock-up periods set forth herein), sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the G-Shares (each, a “Transfer”), in accordance with the following schedule: (i) during the first 180 calendar days after the Closing Date, no Transfer of G-Shares shall be allowed, (ii) from the 181st day and until the 270th day after the Closing Date, the Sellers shall be allowed to Transfer up to 1/3 of the G-Shares subscribed, (c) from the 271 day and until the first anniversary of the Closing Date, the Sellers shall be allowed to Transfer up to an additional 1/3 of the G-Shares subscribed, and (d) after the first anniversary of the Closing Date, the Sellers shall be allowed to Transfer any remaining G-Shares subscribed. Upon the expiration of the applicable lock-up periods indicated above, Globant shall, following all the necessary formalities and requirements under applicable Law, collaborate with the Sellers to remove any restrictive legend or stop transfer instruction with respect to the G-Shares so that the Sellers would be allowed to resell them in the US open market through the New York Stock Exchange.

Payment of the Purchase Price. The At the Closing, Purchaser will shall pay and satisfy, or cause to be paid and satisfied, the Purchase Price to BP, on account of as follows: (a) Purchaser shall pay the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Cash Purchase Price shall be configured to Seller as follows: (i) An initial EUR 10,045,248.87 payment (an amount equal to the “Initial Payment”) amount necessary to pay in full as of the Closing all outstanding Seller Interim Funding Notes shall be executed retained by Purchaser and applied by Purchaser to BP pay in full on or before 11 August 2023 but not before the execution and public announcement behalf of Seller all Seller Interim Funding Notes such that as of the Business Combination Agreement Closing all Seller Interim Funding Notes shall be deemed paid in full and terminated, and upon such payment, Purchaser shall promptly deliver to be concluded by Seller any and among the SPAC, FCB, BPall Seller Interim Funding Notes for cancellation; and (ii) A second EUR 9,909,502.27 the balance of the Cash Purchase Price after payment of the Seller Interim Funding Notes pursuant to Section 4.2(a)(i) and after reduction of the initial deposit of $50,000 paid to the Seller on or about December 4, 2013 shall be paid to Seller in cash in immediately available funds by wire transfer (pursuant to the instructions set forth on Schedule 4.2) to Seller, or as otherwise directed in writing by Seller. (b) Purchaser shall pay the Stock Purchase Price to Seller by causing Sphere 3D, and Sphere 3D hereby expressly agrees, to directly issue to Seller on behalf of Purchaser on the Closing Date 1,089,867 shares of common stock of Sphere 3D (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop DateInitial Shares”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for being an amount equal to the Stock Purchase Price divided by the Sphere 3D Closing Average Stock Price, and where the latter will partly release and discharge“Sphere 3D Closing Average Stock Price” shall be equal to FIVE DOLLARS AND 50/100 CANADIAN DOLLARS (C$5.50) or FIVE DOLLARS AND 23/100 U.S. DOLLARS (US$5.23) (i.e. foreign exchange is based on $1.00 U.S. = C$0.9511), from any and all actions whatsoever which BP hadis calculated as the twenty (20) trading day weighted average closing market price of common stock of Sphere 3D as quoted on the TSXV (or such other stock exchange or quotation system where the majority of its common shares trade) for the period ending December 4, has or could have against the Seller 2013. All such Initial Shares shall contain an appropriate legend in connection accordance with the relevant provisions of the Securities Act (Ontario) restricting the resale of the Initial Shares for a period of four (4) months plus one (1) day from the Closing Date, and any additional restrictions as may be required per applicable United States securities laws or otherwise (“Resale Restricted Period”). In addition to such Securities Act restrictions on resale, Purchaser agrees that it will not convey or otherwise transfer ownership of any of the Initial Shares to any Person during the period from the Closing Date to December 31, 2014 without the prior written consent of Purchaser; provided, however, that the transfer restrictions in this sentence shall not act to and shall not be interpreted to restrict Seller from selling any of the Initial Shares through the stock exchange or pledging any of the Initial Shares as collateral security at any time after the end of the Resale Restricted Period. Notwithstanding the provisions of this Section 4.2(b), at the Closing Purchaser shall holdback and retain a number of the Initial Shares equal to Five Hundred Thousand Dollars ($500,000) in the aggregate, rounded up to the nearest full share of common stock, based upon the First Deferred PaymentSphere 3D Closing Average Stock Price to be held in trust for Seller and to be paid and transferred to Seller subject to any required adjustment pursuant to and in accordance with Section 4.5 hereof (the “Holdback Shares”); and (c) Purchaser shall pay the Earn-Out Amount pursuant to Section 4.3.

Payment of the Purchase Price. The Purchaser will pay (a) Provided that the Purchase Price to BPAudited Financial Statements, on account of have been delivered by the Seller, in order to comply with the Seller’s obligations corresponding Vendors to the First Deferred Payment that should Purchaser prior to the Closing Date, the Deposit Note shall be executed returned by the Seller under Vendors to the Orpheus SPA, through irrevocable wire transfers executed on Purchaser and shall be deemed cancelled and the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured paid and satisfied by the Purchaser as followsfollows at the Time of Closing: (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) The Cash Deposit shall be executed by delivered to the Vendors and credited against the Purchase Prices as provided in Section 3.3. (ii) the Purchaser shall cause PAE to BP issue the PAE Shares to the Vendors, which shares shall have an aggregate value of $500,000, determined based on or before 11 August 2023 but not before the execution ten (10) day average share price for the common shares of PAE on the AMEX over the ten (10) trading days immediately preceding the third Business Day preceding the Closing Date (i.e. June 28, 2007) (subject to applicable securities and public announcement regulatory laws), with twenty-five percent (25%) of the Business Combination Agreement PAE Shares being issued to each of Topaz, twenty-five percent (25%) of the PAE Shares being issued to Thent, and fifty percent (50%) of the PAE Shares being issued to Trient. Share certificates representing the PAE Shares to be concluded issued to each Vendor will be delivered to each of the Vendors on the Closing Date. (iii) the Purchaser shall make payment to Trient by wire transfer of immediately available funds an amount equal to 50% of the Adjusted Purchase Price less (A) $250,000 (in respect of the PAE Shares issued to Trient), and among (B) the SPACMember Distributions previously paid to Trient as set out on Schedule 4.1(d); (iv) the Purchaser shall make payment to Thent by wire transfer of immediately available funds an amount equal to 25% of the Adjusted Purchase Price less (A) $125,000 (in respect of the PAE Shares issued to Thent), FCB, BPand (B) the Member Distributions previously paid to Thent as set out on Schedule 4.1(d); and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (av) the Purchaser fails shall make payment to make Topaz by wire transfer of immediately available funds an amount equal to 25% of the Second Payment Adjusted Purchase Price less (A) $125,000 (in full respect of the PAE Shares issued to Topaz), and (B) the Member Distributions previously paid to Topaz as set out on or before the SP Longstop Date, but Schedule 4.1(d). (b) partially pays In the Second Payment event that the Audited Financial Statements, have not been delivered by the Vendors to BP in an amount of at least EUR 5,000,000 the Purchaser prior to the Closing Date then (x) the Vendors, the Purchaser and the Escrow Holder shall enter into the Holdback Escrow Agreement on or before the SP Longstop Date, then the SP Longstop Closing Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay deposit the remaining amount of $2,000,000 (the Second Payment “Holdback”) with the Escrow Holder to BP on or before 29 August 2023. For be held in escrow pursuant to the avoidance terms of doubtSection 3.5 below and the terms of the Holdback Escrow Agreement (and subject to Article 8), if and (y) the Purchaser does not make shall satisfy $9,000,000 of the EUR 5,000,000 on or before Purchase Price in cash and PAE Shares as follows at the SP Longstop Date, it Time of Closing (provided the Deposit Note is returned by the Vendors to the Purchaser and deemed cancelled): (i) The Cash Deposit shall be deemed that it has failed delivered to make the Second Payment for Vendors and credited against the purposes of Clause 2.2 above. The SPA Deed Purchase Price as provided in Section 3.3; (ii) the Purchaser shall serve as receipt and proof of full payment cause PAE to issue the PAE Shares to each of the Initial Payment. Additionally, upon receipt Vendors on the same terms as set out in Section 3.4(a)(i) above; (iii) the Purchaser shall make payment to Trient by wire transfer of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for immediately available funds an amount equal to $4,125,000 less the Purchase Price, and Member Distributions previously paid to Trient as set out on Schedule 4.1(d); (iv) the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against Purchaser shall make payment to Thent by wire transfer of immediately available funds an amount equal to $2,062,500 less the Seller in connection with Member Distributions previously paid to Thent as set out on Schedule 4.1(d); and (v) the relevant share Purchaser shall make payment to Topaz by wire transfer of immediately available funds an amount equal to $2,062,500 less the First Deferred PaymentMember Distributions previously paid to Topaz as set out on Schedule 4.1(d).

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as follows: (i) An initial EUR 10,045,248.87 payment paid by the delivery of Purchaser common stock (the “Initial Payment”"COMMON STOCK") in such number of shares to equal the Purchase Price which will be delivered into escrow as set forth below and in Section 1.09. The number of shares of Common Stock to equal the Purchase Price (the "PURCHASE PRICE SHARES") shall be executed by Purchaser determined two (2) business days prior to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment Closing Date (the “Second Payment”"PRE-CLOSING DATE") shall and will be executed by Purchaser based on the average closing share price for the Common Stock for the twenty (20) business days prior to BP the Pre-Closing Date as listed on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the aboveNasdaq Stock Market; provided, however, in the event the per share price of the Common Stock used to calculate the number of Purchase Price Shares is less than $2.50 per share of Common Stock, then (ai) the Purchaser fails Purchase Price shall be $2.50 per share of Common Stock and (ii) the reset provisions of Section 5.5 of this Agreement may apply, subject to make the Second Payment terms of such Section. The Purchase Price Shares shall be divided into two categories as follows: Two Million Dollars in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date Purchase Price Shares shall be deemed extended until 29 August 2023 the "INITIAL SHARES" and the Purchaser shall be entitled to pay the remaining amount Seven Million Dollars of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it Purchase Price Shares shall be deemed that it has failed the "EARN OUT SHARES" which will only be earned by Shareholder pursuant to make Section 1.09 of this Agreement (in the Second Payment for event the purposes of Clause 2.2 above. The SPA Deed actual Purchase Price is less than Nine Million Dollars, the Purchase Price Shares shall serve be divided into the respective categories as receipt and proof of full payment follows: Two Million Dollars of the Initial Payment. AdditionallyPurchase Price Shares shall be deemed the INITIAL SHARES and the remaining Purchase Price Shares shall be deemed the EARN OUT SHARES; provided, upon receipt of however, the Initial Payment Shares (and then the Second Payment, BP shall grant Earn Out Shares to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will extent necessary) shall be deemed to have been partially paid to BP for reduced by an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller Adjustment as set forth in connection with the relevant share Section 1.07 of the First Deferred Paymentthis Agreement).

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured paid as follows: (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) At the Purchaser fails Closing, Buyer shall pay to make the Second Payment Seller by wire transfer of immediately available funds to an account designated in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant writing by Seller prior to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for Closing Date an amount equal to (i) 11,000,000, less (ii) the Holdback Amount, less (iii) the amount that Seller is required to pay to Buyer, pursuant to Section 7.13, with respect to the Representation and Warranty Insurance, less (iv) the outstanding balance of any Debt of Seller as of the Closing Date that is secured by any Encumbrances on the Purchased Assets (other than the Assumed Capital Leases), which amount shall be paid off at Closing by Buyer on behalf of Seller. All closing payments shall be reflected on a closing statement to be executed by the Parties at Closing (the “Closing Statement”). (b) As security against any claims by Buyer for the working capital adjustments set forth in Section 3.4, at the Closing, Buyer shall withhold from the Purchase PricePrice and hold, pursuant to Section 3.6, the sum of $750,000 (the “Holdback Amount”). (c) Subject to the receipt of the Lock-Up Agreement duly executed by Seller (and subject to the provisions of Section 3.2(d)), within five business days after receipt of the PSC Approval (or, if PSC Approval is received prior to Closing, at the Closing), Buyer shall deliver to Seller, in the form of stock certificates representing Parent Common Stock issued in the name of Seller, the number of shares of Parent Common Stock (the “Parent Shares”) equal to the greater of (i) the quotient obtained by dividing (A) $4,000,000 by (B) $14.68, and (ii) the quotient obtained by dividing (A) $3,200,000 by (B) the Issue Date Price Per Share. As used in this Agreement, the “Issue Date Price Per Share” shall mean the per share price equal to the average of the closing prices of Parent Common Stock reported on the Nasdaq Stock Market for the 30 trading days immediately prior to the date the Parent Shares are issued and delivered to Seller pursuant to this Section 3.2(c) but excluding the three trading days prior to and after the record date, and the latter will partly release record date, for any cash dividend declared by Buyer Parent on the Parent Common Stock. As a condition to, and dischargeprior to, from any the issuance of Parent Shares to Seller, Seller and all actions whatsoever which BP hadBuyer Parent shall execute and deliver a Lock-Up and Put Agreement, has or could have against in substantially the form attached hereto as Exhibit 3.2(c) (the “Lock-Up Agreement”). Seller shall hold the Parent Shares subject to, and in connection accordance with the relevant share of terms and conditions of, the First Deferred PaymentLock-Up Agreement.

Payment of the Purchase Price. The Purchaser will pay Delivery of and payment for the Purchase Price Underwritten Shares and any Option Shares (if the option provided for in Section 3(c) hereof shall have been exercised in whole or in part on or before the third Business Day prior to BPthe Closing Date) shall be made at 5:30 a.m. (Vancouver time), on account February 3, 2015, which date and time may be postponed by agreement between the Lead Underwriter, on behalf of the SellerUnderwriters, and the Company or as provided in order to comply with Section 6 hereof (such date and time of delivery and payment for the Seller’s obligations corresponding Shares being hereinafter called the “Closing Date”). Payment in respect of the purchase price for Shares sold by the Underwriters shall be denominated in U.S. dollars, and shall be made to the First Deferred Payment that should be executed Company by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date of immediately available funds to a bank account designated by BPthe Company, against delivery to the Lead Underwriter for the respective accounts of the Underwriters of the Shares to be purchased by them. The Purchase Price It is understood that each Underwriter has authorized the Lead Underwriter, for its account, to accept delivery of, receipt for, and make payment of the purchase price for the Shares. If the option provided for in Section 3(c) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Shares (at the expense of the Company) to the Underwriters, on the date specified by the Lead Underwriter, on behalf of the Underwriters (which shall be configured within three Business Days after exercise of such option), for the respective accounts of the Underwriters, against payment by each Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. If settlement of the Option Shares occurs after the Closing Date, the Company will deliver to the Underwriters on the applicable Settlement Date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as follows: of such Settlement Date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 4 hereof (i) An initial EUR 10,045,248.87 such date and time of delivery and payment (for the Option Shares being hereinafter called the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Settlement Date”). Notwithstanding Delivery of the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date Shares shall be deemed extended until 29 August 2023 and made as directed by the Purchaser shall be entitled to pay the remaining amount Lead Underwriter, on behalf of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred PaymentUnderwriters.

Payment of the Purchase Price. (a) The applicable Purchase Price, as increased or decreased by pro‑rations and adjustments as herein provided, shall be payable in full by Purchaser will pay the Purchase Price to BP, on account at each Closing in cash by wire transfer of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date immediately available funds to a bank account designated by BPEscrow Agent in writing to Purchaser prior to the Closing. (b) On or prior to the last Business Day of the thirteenth (13th) full calendar month following each Stabilization Date for a Property (each, a “Purchase Price Adjustment Date”), Purchaser and the applicable Seller shall adjust the Purchase Price paid for the Membership Interests of the Company that owns such Property pursuant to this Section 2.4(b), provided that if as of an applicable Purchase Price Adjustment Date all information necessary to calculate Operating Income with respect to the applicable Property is not available, such Purchase Price Adjustment Date shall be extended to the date on which all such information is available. The projected stabilized Operating Income for the first full twelve-month period following the Stabilization Date for each Property is set forth on Schedule 2.4(b) attached hereto and made a part hereof (each, a “Stabilized Operating Income”). Each Purchase Price shall be configured as follows: was determined using the Stabilized Operating Income for the applicable Property and a capitalization rate of five and one-quarter percent (i5.25%) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop DateCap Rate”). Notwithstanding On or prior to each Purchase Price Adjustment Date, the aboveactual Operating Income for the applicable Property shall be determined for the first full twelve (12) month period following the Stabilization Date for such Property (each, in a “Stabilization Period” and the actual Operating Income for such period being the “Actual Operating Income”). In the event (athat the Actual Operating Income is less than the Stabilized Operating Income set forth on Schedule 2.4(b) for such Property, the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date Purchase Price for such Property shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for reduced by an amount equal to the quotient of (i) (x) the positive difference between the Stabilized Operating Income and the Actual Operating Income, divided by (ii) the Cap Rate, and the applicable Seller shall pay to Purchaser the amount as so determined within fifteen (15) days following the date of such determination. In the event that the Actual Operating Income is more than the Stabilized Operating Income set forth on Schedule 2.4(b) for such Property, the Purchase Price for such Property shall be increased by an amount equal to the quotient of (i) (x) the positive difference between the Actual Operating Income and the Stabilized Operating Income, divided by (ii) the Cap Rate, and Purchaser shall pay to the applicable Seller the amount as so determined within fifteen (15) days following the date of such determination. The provisions of this Section 2.4(b) shall survive Closing. (c) Following the determination of the adjustment of the Purchase Price pursuant to the above subsection, Purchaser and the applicable Seller shall also adjust the Purchase Price paid for the Membership Interests of the Company that owns such Property pursuant to this Section 2.4(c), provided that if at such time all information necessary to calculate adjustments pursuant to this subsection with respect to the applicable Property is not available, then the adjustment for purposes of this subsection shall be extended to the date on which all such information is available. At such time, the Operating Income for the first twelve months of operations for the applicable Property with the Government paying year one rent pursuant to such Government Lease (such period, the “Year 1 Rent Period”) shall be determined. The Purchase Price will either be increased or decreased by (x) the difference between the Actual Operating Income during the Stabilization Period (as determined pursuant to the subsection above) and the Operating Income during the Year 1 Rent Period, multiplied by (y) the percentage of the year during the Year 1 Rent Period that Purchaser actually owned the Membership Interests of the Company that owns the applicable Property (so that the credit or debit to the Purchase Price is applied only for the days of ownership by Purchaser during such year). If the foregoing adjustment results in a decrease to the Purchase Price, the applicable Seller shall pay to Purchaser the amount as so determined within fifteen (15) days following the date of such determination. If the foregoing adjustment results in an increase to the Purchase Price, Purchaser shall pay to the applicable Seller the amount as so determined within fifteen (15) days following the date of such determination. Set forth on Schedule 2.4(c) is the estimated variance in Operating Income for each Property and resulting estimated credit to Purchaser for each Property. The provisions of this Section 2.4(c) shall survive Closing. (d) Any amount adjusted pursuant to this Section 2.4 shall be considered an adjustment to the latter will partly release Purchase Price for U.S. federal, state and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Paymentlocal tax purposes.

Payment of the Purchase Price. The (a) On the Closing Date, Edge shall cause the Purchaser will pay to make an initial payment to the Seller of $227,750 plus the amount determined in Section 2.3(c) (the "Initial Cash Payment") to be credited against payment of the Minimum Purchase Price Price. (b) Each month beginning with the first full month after the Closing Date, Edge shall cause the Purchaser to BP, on account of make a payment to the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by extent the Seller under Purchaser has sufficient cash to do so, of the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as follows: sum of (i) An initial EUR 10,045,248.87 payment the amount that the Purchaser's Working Capital exceeds Required Working Capital measured as of the last day of such month (the “Initial "Measured Monthly Payment”") shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and plus (ii) A second EUR 9,909,502.27 payment the fixed dollar amount, if any (the “Second "Estimated Monthly Payment”"), that Edge determines in its sole and absolute discretion to pay to the Seller in addition to the Measured Monthly Payment based on the performance of the Purchaser for the first three (3) full months following the Closing Date (the Measured Monthly Payments and the Estimated Monthly Payments, if any, shall be executed by Purchaser collectively referred to BP on or before 21 August 2023 (as the “SP Longstop Date”"Monthly Payments"). Notwithstanding the above, in the event (a) No payment will be due by the Purchaser fails until the fifth day after the financial statements necessary to make determine the Second Monthly Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment have been delivered to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall Edge. Monthly Payments will be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full credited against payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Minimum Purchase Price, and no Monthly Payment shall be made which would result in total credits against the latter Purchase Price exceeding the remaining unpaid balance of the Minimum Purchase Price. (c) In the event that Edge receives proceeds from the issuance of its capital stock (or indebtedness convertible into its capital stock) during the Measurement Period (an "Equity Raise"), then Edge agrees to cause the Purchaser to advance to the Seller (the "Fund-raising Payments") the amount of twenty percent (20%) of the net proceeds of such Equity Raise until the total net proceeds of such Equity Raises exceeds one million dollars ($1,000,000), after which Edge shall cause the Purchaser to advance to the Seller ten percent (10%) of any net proceeds in excess of one million dollars ($1,000,000) during the Measurement Period. Fund- raising Payments will partly release be credited against payment of the Minimum Purchase Price, and dischargeno Fund-raising Payment shall be made which would result in total credits against the Purchase Price exceeding the remaining unpaid balance of the Minimum Purchase Price. "Net proceeds" as used herein shall mean gross proceeds from such Equity Raise, from any less all purchase price discounts provided to the funding source and all actions whatsoever which BP hadtransaction costs associated therewith, has or could have against the Seller in connection such as legal fees, accounting fees, brokerage fees and related matters associated with the relevant share negotiation, documentation and consummation of the First Deferred Paymentsuch transaction.

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as follows: (i) An initial EUR 10,045,248.87 payment At the Closing, the Buyer shall pay to the Sellers the Closing Purchase Price, less the Retained Funds described below and less the fees and expenses payable by the Corporation or the Sellers to Trenwith Securities, Inc., the Corporation's legal counsel for all services rendered in connection with the Share Purchase, and amounts payable to certain individuals in connection with the Corporation's Success Stay Bonus referenced on Section 3.13 of the Corporation Disclosure Schedule, pro rata based on the percentages set forth in Exhibit A, by wire transfer of immediately available funds to the accounts designated by the Sellers in writing to the Buyer not less than two Business Days prior to the Closing. The Buyer shall retain Five Hundred Thousand ($500,000) of the Closing Purchase Price (the “Initial Payment”) "Retained Funds"), which shall be executed by Purchaser used to BP on or before 11 August 2023 but not before reimburse the execution and public announcement Buyer to the extent that the Closing Purchase Price is decreased (if at all) in accordance with Section 2.2. On the tenth business day following the final determination of the Business Combination Agreement Adjustment Amount (the "Adjustment Date"), the Adjustment Amount payable to the Buyer, if any, shall be concluded retained by the Buyer out of the Retained Funds and among the SPACremainder shall be paid to the Sellers pro rata based on the percentages set forth in Exhibit A. To the extent that the Retained Funds are insufficient to cover the Adjustment Amount, FCB, BP; andthe Buyer may withhold the Deferred Purchase Price (defined below). (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant In addition to the Seller a pay-off letter in partial satisfaction of Closing Purchase Price, the First Deferred Payment, which will be deemed Buyer shall pay to have been partially paid to BP for the Sellers an aggregate amount equal to Four Million Dollars ($4,000,000) (the "Deferred Purchase Price"), payable in twenty four (24) equal quarterly installments commencing on September 30, 1998 and continuing on each subsequent December 31, March 31, June 30 and September 30 until completed, based on the percentages set forth on Exhibit A. Upon mutual agreement between the Buyer and a particular Seller, the Buyer may prepay that particular Seller's portion of the Deferred Purchase Price based on the present value of the remaining installments owed to that particular Seller, determined using a discount rate of eight percent (8%), and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share portion of the First Deferred PaymentPurchase Price payable to the ESOP shall be so prepaid at the Closing. The Deferred Purchase Price shall not bear interest so long as it is paid when due. Any portion of the Deferred Purchase Price which is not paid when due shall bear interest at the rate of 10% per annum. A portion of the Deferred Purchase Price equal to $2,000,000 shall be allocated and subject to possible set off claims for indemnification as specified in Section 9.2 hereof. If requested by a particular Seller, the Buyer shall issue a promissory note, in a form and substance reasonably satisfactory to the Buyer, to such Seller for the dollar amount of such Seller's interest in the then remaining amounts of the Deferred Purchase Price (less pending set off claims).

Payment of the Purchase Price. The Purchaser will 7.1 Buyer shall pay the Purchase Price in Echlin common shares (the "Echlin Shares") at market value. Market value shall correspond to BP, on account the average daily closing price (without regard to volume) of one share of the Seller, in order to comply with Echlin Shares on the Seller’s obligations corresponding NYSE for the five (5) consecutive trading days ending six (6) trading days immediately prior to the First Deferred Payment that should be executed by Closing Date (the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP"Closing Date Share Price"). The Purchase Price shall be configured as follows:thus correspond to the number of Echlin Shares resulting from the division of US$17,500,000.00 (Seventeen Million Five Hundred Thousand Dollars of the United States of America) by the Closing Date Share Price. (i) An initial EUR 10,045,248.87 payment (7.2 Subject to compliance with the “Initial Payment”) United States of America securities laws and NYSE rules and regulations, after the Closing Seller shall be executed by Purchaser free to BP on or before 11 August 2023 but sell the Echlin Shares corresponding to the Purchase Price, provided, however, if Seller does not before the execution and public announcement sell all of the Business Combination Agreement to be concluded by and among Echlin Shares within the SPAC, FCB, BP; and six (ii6) A second EUR 9,909,502.27 payment (months from the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Closing Date, then Seller shall have the SP Longstop right on the six (6) month anniversary date of the Closing Date (the "Exercise Date") to sell the remaining Echlin Shares back to Buyer, and Buyer shall have the obligation to buy back such Echlin Shares from Seller; provided, further, however, that Buyer, from time to time, shall have the right to buy back the Echlin Shares, and Seller shall have the obligation to sell the Echlin Shares it then holds, at any time prior to the Exercise Date. In no event shall Seller have any obligation to sell Echlin Shares back to Buyer to the extent such shares have been sold and are no longer held by Seller at the time Buyer exercises a right to buy. 7.2.1 Should Seller's right to sell be exercised, the purchase price of the Echlin Shares shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, amount obtained by multiplying such number of Echlin Shares by the Closing Date Share Price plus interest fixed at the six (6) month LIBOR rate on such amount minus dividends attributed to such number of Echlin Shares and paid between the Closing Date and the latter Exercise Date (or to be paid on the next regular quarter by dividend payment date, if the Exercise Date is after a quarterly dividend record date). Buyer shall not have the right to assign its obligation to buy, relating to Seller's right to sell Echlin Shares back to Buyer, without the prior and written consent of Seller. 7.2.2 Should Buyer's right to buy be exercised, the purchase price of the Echlin Shares shall be an amount equal to the amount obtained by multiplying such number of Echlin Shares by the Closing Date Share Price plus interest at the above mentioned LIBOR rate to such date of exercise on such amount minus dividends attributed to such number of Echlin Shares and paid between the Closing Date and such date of exercise (or to be paid on the next quarterly dividend payment date, if the date of exercise is after a quarterly dividend record date) plus fifty percent (50%) of the positive difference, if any, in the aggregate value of such number of Echlin Shares on the Exercise Date of Buyer's right to buy obtained by multiplying the closing price of a share of Echlin common stock on the NYSE on the day immediately preceding the date on which Buyer exercises its right to buy by such number of Echlin Shares above the amount obtained by multiplying such number of Echlin Shares by the Closing Date Share Price. Buyer shall have the right to assign its right to buy Echlin Shares from Seller to a third-party purchaser, which right shall not affect fulfillment of the obligation to buy provided for in Section 7.2.1 above and shall further not affect the conditions provided for in this Section 7.2.2. 7.3 The Echlin shares shall be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") as follows: 7.3.1 Promptly after the Closing Date, Buyer shall cause to be filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act, on an appropriate form as Buyer in its sole discretion shall determine, a registration statement under Section 5 of the Securities Act (the "Registration Statement") for an offering to be made on a continuous or delayed basis covering the offer and sale of the Echlin Shares by Seller. Buyer agrees to use its best efforts to cause the Registration Statement and any necessary state filings which Buyer shall cause to be prepared to become effective and to remain effective until the completion of the distribution of the Echlin Shares, but in no event later than the second anniversary of the Closing Date (the "Registration Period"). 7.3.2 Buyer shall cause to be paid all expenses (including the federal and any state registration fee) incurred by or on behalf of Buyer in connection with the preparation and execution of the Registration Statement referred to in this Section 7.3 including, without limitation, furnishing prospectuses to the Seller in such quantities as it may reasonably request; provided, however, that Buyer shall not be obligated to pay any underwriting or brokerage commissions, discounts or fees relating to any sale of the Echlin Shares or the fees and expenses of any counsel of Seller. 7.3.3 Buyer shall indemnify and hold harmless Seller, its directors, officers, agents and affiliates from and against any and all losses, liabilities, claims, damages and expenses and reasonable counsel fees which arise out of or are based upon any alleged untrue statement or alleged omission to state a material fact in connection with the Registration Statement or any prospectus relating thereto; provided however, Buyer will partly release not be liable to Seller in any such case to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or omission to state a material fact made in the Registration Statement or any prospectus relating thereto or in any amendment or supplement thereto, in reliance upon and dischargein conformity with information furnished in writing by Seller for use in the preparation thereof. Seller shall cooperate with Buyer in the preparation and filing of the Registration Statement, amendment or supplement, required hereunder and shall furnish Buyer such information as may be needed from it in connection with such filing and registration and Seller shall indemnify and save harmless Buyer, its directors, officers, agents and affiliates from any and all actions whatsoever losses, liabilities, claims, damages and expenses and reasonable counsel fees which BP had, has arise out of or could have against the Seller are based upon any untrue statement or omission to state a material fact in connection with such filing and registration, if and to the relevant share extent such untrue statement or omission is made in reliance upon and in conformity with the information furnished in writing by Seller for use in the preparation of the First Deferred PaymentRegistration Statement or any prospectus relating thereto. 7.3.4 In the event Buyer shall furnish Seller written notice stating that, in the good faith judgment of counsel for Buyer, the sale or transfer of the Echlin Shares pursuant to the Registration Statement would, at such time, require the disclosure of material information that Buyer has a bona fide business purpose for preserving as confidential, Seller shall suspend sales of the Echlin Shares under the Registration Statement for a reasonable period until Buyer determines that such confidential information may be disclosed; provided. however, that in no event shall any such suspension exceed sixty (60) days in the aggregate during any twelve (12)

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SDS SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured as follows: (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on or before 11 August 2023 but not before the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; and (ii) A second EUR 9,909,502.27 payment (the “Second Payment”) shall be executed by Purchaser to BP on or before 21 August 2023 (the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date shall be deemed extended until 29 August 2023 and the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding to the First Deferred Payment that should be executed by the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured payable as follows, subject, however in each case to Sections 2.7 and 2.8 and, in the case of the Earnout Payments, to Section 2.9: (a) The Closing Payment shall be deliverable by Buyer on the Closing Date in the form of (i) one stock certificate representing 82,092 shares (the "Shares") of True North Common Stock (collectively, the "Stock Certificate") issued in the name of Seller, (ii) $2,000,000 in cash and (iii) a cash amount equal to the Excess Working Capital minus the amount of the Shareholder Loans, such cash amounts to be delivered by wire transfer of immediately available funds to an account of Seller, as shall have been designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing. The Stock Certificate shall bear the legend set forth on Exhibit A unless the Registration Statement with respect to the Shares contemplated by Section 7.1 shall have been declared effective by the SEC and no stop order with respect thereto shall have been issued or threatened. (b) Subject to the remaining provisions of this Section 2.6, the Earnout Payments shall be payable to Seller or Shareholder as shall be directed by Shareholder as follows: (i) An initial EUR 10,045,248.87 payment (the “Initial Payment”) shall be executed by Purchaser to BP on On or before 11 August 2023 but not before March 15, 1999, a payment equal to 55.5% of the execution and public announcement Profit Before Taxes (as hereinafter defined) of the Business Combination Agreement for Buyer's fiscal year ending December 31, 1998 shall be deliverable by Buyer to be concluded by and among the SPAC, FCB, BP; andSeller. (ii) A second EUR 9,909,502.27 On or before March 15, 2000, a payment (equal to 55.5% of the “Second Payment”) average of the Profit Before Taxes of the Business for Buyer's fiscal year ending December 31, 1998 and Buyer's fiscal year ending December 31, 1999 shall be executed deliverable by Purchaser Buyer to BP on Seller. (iii) On or before 21 August 2023 (March 15, 2001, a payment equal to 55.5% of the “SP Longstop Date”)average of the Profit Before Taxes of the Business for Buyer's fiscal year ending December 31, 1998, Buyer's fiscal year ending December 31, 1999 and Buyer's fiscal year ending December 31, 2000 shall be deliverable by Buyer to Seller. Notwithstanding There shall be no ceiling on the above, in the event (a) the Purchaser fails to make the Second Earnout Payments and each Earnout Payment in full shall be delivered on or before the SP Longstop Date, but (b) partially pays the Second Payment specified date by wire transfer of immediately available funds to BP an account of Seller or Shareholder as shall have been designated in an amount of writing by Shareholder to Buyer at least EUR 5,000,000 on or before two (2) Business Days prior to the SP Longstop Datedesignated payment date. If any such payment date is not a Business Day, then the SP Longstop Date Earnout Payment shall be deemed extended until 29 August 2023 and delivered on the Purchaser shall be entitled to pay the remaining amount of the Second Payment to BP on or before 29 August 2023. For the avoidance of doubt, if the Purchaser does not make the EUR 5,000,000 on or before the SP Longstop Date, it shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Paymentnext Business Day.

Payment of the Purchase Price. The Purchaser will pay the Purchase Price to BP, on account of the Seller, in order to comply with the Seller’s obligations corresponding Subject to the First Deferred Payment that should be executed by terms and provisions of this Agreement, the Seller under the Orpheus SPA, through irrevocable wire transfers executed on the applicable payment date to a bank account designated by BP. The Purchase Price shall be configured paid by the Surviving Corporation at the Acquisition Closing as follows: (i) An initial EUR 10,045,248.87 payment the Surviving Corporation shall pay, on behalf of the Company, all amounts necessary to pay all outstanding principal and accrued interest on, and satisfy all other outstanding obligations owed by the Company under the business loan agreement and promissory note, each dated ___2023, with Xxxxxxx Xxxxxxx Bank (the “Initial PaymentXxxxxxx Loan”) or the Surviving Corporation shall be executed by Purchaser to BP on or before 11 August 2023 but not before assume the execution and public announcement of the Business Combination Agreement to be concluded by and among the SPAC, FCB, BP; andXxxxxxx Loan as further described below; (ii) A second EUR 9,909,502.27 payment the Purchase Price minus the payments made to satisfy the Xxxxxxx Loan, or the dollar amount of balance of the Xxxxxxx Loan assumed by the Surviving Corporation (including any accrued interest), as applicable (the “Second PaymentRemaining Proceeds”), shall be paid by the Surviving Corporation as follows: (A) if the Remaining Proceeds are to be paid in cash in connection with an Equity Purchase or a Company Merger, the Surviving Corporation will purchase all of the outstanding Company Equity Interests from each Company Owner at a price per Company Equity Interest (“Per Unit Equity Price”) equal to (I) the Remaining Proceeds divided by, (II) total number of Company Equity Interests outstanding at the time of the Acquisition Closing. The Per Unit Equity Price will be paid by the Surviving Corporation directly to each of the Company Owners for each Company Equity Interest surrendered, transferred, and assigned by them to the Surviving Corporation at or after the Acquisition Closing. Such Per Unit Equity Price shall be executed paid to each such Company Owner by Purchaser means of wire or other transfer of immediately available United States funds to BP on an account with the bank or before 21 August 2023 other financial institution as instructed by such Company Owner. (B) if the Remaining Proceeds are to be paid in Common Stock in connection with an Exchange Transfer or a Company Merger, the Surviving Corporation will exchange shares of Common Stock for all of the outstanding Company Equity Interests from each Company Owner at an exchange rate per Company Equity Interest (“Per Unit Exchange Consideration”) equal to (I) Remaining Proceeds divided by (II) the product of (y) the total number of Company Equity Interests outstanding at the time of the Acquisition Closing, and (z) the Common Stock Market Price. The Per Unit Exchange Consideration that a Company Owner has the right to receive pursuant to this Section 4(b)(ii)(B) in respect of each Company Equity Interest held by them shall only be issued and distributed to such Company Owner upon the assignment and surrender of all such Company Equity Interests beneficially owned by such Company Owner to the Surviving Corporation. Until surrendered as contemplated by this Section 4(b)(ii)(B), the Surviving Corporation shall not be obligated to deliver any portion of the Per Unit Exchange Consideration to a Company Owner. For purposes of this Agreement, the “SP Longstop Date”). Notwithstanding the above, in the event (a) the Purchaser fails to make the Second Payment in full on or before the SP Longstop Date, but (b) partially pays the Second Payment to BP in an amount of at least EUR 5,000,000 on or before the SP Longstop Date, then the SP Longstop Date Common Stock Market Price” shall be deemed extended until 29 August 2023 and to be the Purchaser average of the last daily sales price of Common Stock as reported by OTC Markets (xxxxxxxxxx.xxx), or if not reported thereby, another authoritative source selected by Surviving Corporation) for the ten (10) consecutive full trading days in which such shares are traded ending at the close of trading on the fifth business day preceding the Acquisition Closing. (C) if an Asset Acquisition, (I) if the Remaining Proceeds are to be paid in cash, the Surviving Corporation shall be entitled to pay the remaining amount Remaining Proceeds to the Company by means of wire or other transfer of immediately available United States funds to an account with the Second Payment to BP on bank or before 29 August 2023. For other financial institution as instructed by the avoidance of doubtCompany, and (II) if the Purchaser does not make Remaining Proceeds are to be paid in Common Stock, the EUR 5,000,000 on or before the SP Longstop Date, it Surviving Corporation shall be deemed that it has failed to make the Second Payment for the purposes of Clause 2.2 above. The SPA Deed shall serve as receipt and proof of full payment of the Initial Payment. Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant deliver to the Seller a pay-off letter in partial satisfaction Company that number of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount shares of Common Stock that is equal to the Purchase Remaining Proceeds divided by the Common Stock Market Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.