Common use of Recycled Shares Clause in Contracts

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Prospectus dated as of August 14, 2023 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 of the Certificate of Incorporation (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. PIPE Subscription Agreement: The Counterparty and Seller have entered into a subscription agreement(s), from time to time for the purchase by Seller of the Additional Shares (the “PIPE Subscription Agreement”). As of the date hereof, the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Shares in an amount no less than the Maximum Number of Shares less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitation.

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Statement/Prospectus dated as of August 14January 29, 2023 2024 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 with Article 51.5 of the Certificate of Incorporation Memorandum and Articles (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. For the avoidance of doubt, Recycled Shares shall only include Shares the Seller either (i) refrained from exercising its redemption rights on in connection with the Business Combination or (ii) purchased from third parties that previously elected to redeem shares and reversed the redemption election on such shares. PIPE Subscription Agreement and Note Purchase Agreement: The Counterparty and funds managed by the Seller have entered into (i) a Senior Secured Note Purchase Agreement, dated December 15, 2023, which this Agreement is conditioned on (the “Note Purchase Agreement”), pursuant to which the Counterparty has issued to funds managed by the Seller a Senior Secured Promissory Note with an aggregate principal of $3.0 million, pursuant to which such funds have elected that such note (including all accrued and unpaid interest then outstanding thereon) be converted at the closing of the Business Combination to Shares at a conversion price of $4.50 per Share, and (ii) additional subscription agreement(s), from time to time for the purchase by Seller of the Additional Shares (the “FPA Funding Amount PIPE Subscription Agreement”). As of the date hereof, the Note Purchase Agreement and FPA Funding Amount PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the FPA Funding Amount PIPE Subscription AgreementsAgreement, Additional Shares in an amount no less than the Maximum Number of 1,500,000 Shares less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance (hereinafter referred to as the “Ownership Limitation”) unless Seller at its sole discretion waives such 9.9Ownership Limitation; provided, however, that the number of Additional Shares issued at any time, unless permitted under the rules of the applicable Exchange without requiring the approval of the Counterparty’s stockholders, shall not exceed 19.9% ownership limitationor such other amount that would require the approval of the Counterparty’s stockholders under the rules of the applicable Exchange.

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Prospectus dated as of August 14, 2023 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 of the Certificate of Incorporation (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. PIPE Subscription AgreementAdditional Shares: The Counterparty and Seller have entered into a subscription agreement(s)Additional Shares may be purchased at any time prior to the Maturity Date for no separate consideration by Seller, in Seller’s sole discretion, from time to time for the purchase by Seller of the Additional Shares (the “PIPE Subscription Agreement”). As of the date hereof, the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable with such number of Shares to be specified in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, a Pricing Date Notice(s) as to enforceability, to general principles Additional Shares; provided that such number of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Shares in an amount no less than that may be purchased from the Counterparty shall not exceed the difference of (x) the Maximum Number of Shares less and (y) the Recycled Shares; providedprovided further that such number of Additional Shares included in a Pricing Date Notice shall be promptly issued to Seller in its name free and clear of all liens. Prepayment: Applicable. Payment of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement units (the “Trust Account”) no later than the Prepayment Date. Counterparty shall provide (a) notice to Counterparty’s trustee of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, howeverwith a copy to Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the flow of funds from the Trust Account prior to the closing of the Business Combination itemizing the Prepayment Amount due to Seller; provided that Seller shall not be required invited to purchase an amount of Additional Shares such that following attend closing call in connection with the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitationBusiness Combination.

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Prospectus dated as of August 14, 2023 for submission of a written request to redeem such Shares as shall be provided for in accordance with Section 9.2 9.2(a) of the Certificate of Incorporation and set forth in the Definitive Proxy Statement/Prospectus filed in connection with the Business Combination (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights Redemption Rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party (which cannot be Sandia Investment Management LP or certain funds, investors, entities or accounts for which it or its affiliates acts as manager, sponsor or advisor) from whom Seller Xxxxxx purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. PIPE Subscription AgreementFor the avoidance of doubt, Recycled Shares shall only include Shares the Seller either (i) refrained from exercising its Redemption Rights on in connection with the Business Combination or (ii) purchased from third parties that previously elected to redeem shares and reversed the redemption election on such shares. Prepayment Amount: The A cash amount equal to the product of (i) the Number of Shares as set forth in a Pricing Date Notice and (ii) the Initial Price. Prepayment: Subject to Counterparty and Seller have entered into receiving a subscription agreement(s)Pricing Date Notice, from time Counterparty will pay the Prepayment Amount by bank wire in immediately available funds to time for the purchase an account designated by Seller from (subject to the below exception) the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the Additional Shares sale of the units in Counterparty’s initial public offering and the sale of private placement warrants (the “PIPE Subscription AgreementTrust Account”), no later than the earlier of (a) one Local Business Day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. As Counterparty shall provide notice to (i) Counterparty’s trustee of the entrance into this Confirmation no later than one Local Business Day following the date hereof, with copy to Seller and Seller’s outside legal counsel, and (ii) Seller and Seller’s outside legal counsel a final draft of the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon flow of funds from the Counterparty and, Trust Account one Local Business Day prior to the knowledge closing of the CounterpartyBusiness Combination itemizing the Prepayment Amount due to Seller; provided that Seller shall be invited and permitted to attend any closing call in connection with the Business Combination. Variable Obligation: Not applicable. Exchanges: Nasdaq Stock Market LLC, New York Stock Exchange LLC or NYSE American LLC Related Exchange(s): All Exchanges. Payment Dates: Following the Business Combination, the Sellerlast day of each week or, enforceable if such date is not a Local Business Day, the next following Local Business Day, until the Valuation Date. Reimbursement of Legal Fees and Other Expenses: Together with the Prepayment Amount, Counterparty shall pay to Seller an amount equal to (a) the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Seller or its affiliates in accordance connection with it termsthis Transaction, subject not to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium exceed $50,000 in the aggregate and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles (b) expenses actually incurred in connection with the acquisition of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Recycled Shares in an amount no less than not to exceed $0.05 per Recycled Share, which amount shall be deducted from the Maximum Number of Shares less Pre-Paid Advance (as defined in the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following SEPA) at the issuance of Additional Shares, its ownership would exceed 9.9% ownership of First Pre-Advance Closing (as defined in the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitationSEPA).

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than including through Counterparty)nonredeeming holders) prior to the closing of the Business Combination; provided provided, that (a) if such any purchases of Recycled Shares have been purchased by Seller prior to the time set forth deadline of PACI’s redemption offer in connection with the Definitive Proxy Statement Prospectus dated as of August 14Business Combination will be at a price no higher than the Initial Price; provided further, 2023 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 of the Certificate of Incorporation that (the “Redemption Deadline”), i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (bii) if Seller shall not vote such Shares have been purchased by Seller after in connection with the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by CounterpartyBusiness Combination. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. PIPE Subscription AgreementAdditional Shares: The Counterparty and Seller have entered into a subscription agreement(s), from time to time for the may purchase by Seller of the Additional Shares (the “PIPE Subscription Agreement”). As of the date hereof, the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of from the Counterparty, in Seller’s sole discretion, for no additional consideration, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares; provided, that the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles number of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Shares in an amount no less than that Seller may purchase from the Counterparty shall not exceed (x) the Maximum Number of Shares less Shares, minus (y) the Recycled Shares; provided. For the avoidance of doubt, however, that any Additional Shares purchased by Seller shall will not be required included in the Number of Shares for purposes of determining the Prepayment Amount but will be included in the Number of Shares for all other purposes and thus may increase the amount owed to purchase an amount of Additional Shares such that following Counterparty by Seller as described in the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitationsection entitled “Settlement Amount.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Prospectus dated as of August 14, 2023 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 of the Certificate of Incorporation (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. PIPE Subscription AgreementAdditional Shares: The Counterparty and Seller have entered into a subscription agreement(s)Any Additional Shares will be purchased by Seller, in Seller’s sole discretion, from time the Counterparty at the Redemption Price, with such number of Shares to time be specified in a Pricing Date Notice for the purchase by Seller of the Additional Shares (the “PIPE Subscription Agreement”). As of the date hereof, the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, up to an amount equal to the knowledge difference of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Shares in an amount no less than (x) the Maximum Number of Shares less minus (y) the Recycled Shares; provided, however, that Seller . Prepayment: Applicable. Prepayment of the Prepayment Amount shall not be required made directly from the Counterparty’s Trust Account maintained by Continental holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement units (the “Trust Account”) no later than the Prepayment Date. Counterparty shall provide notice to purchase an amount Counterparty’s transfer agent of Additional Shares such that the entrance into this Confirmation no later than one (1) Local Business Day following the issuance of Additional Sharesdate hereof, its ownership would exceed 9.9% ownership with copy to Seller and Seller’s outside legal counsel. Counterparty shall also provide to Seller and Seller’s outside legal counsel a draft of the total Shares outstanding immediately after giving effect flow of funds from the Trust Account prior to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitationthe closing of the Business Combination itemizing the Prepayment Amount due to Seller.

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Prospectus dated as of August 14October 12, 2023 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 of the Certificate of Incorporation (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. For the avoidance of doubt, Recycled Shares shall only include Shares the Seller either (i) refrained from exercising its redemption rights on in connection with the Purchase & Sale or (ii) purchased from third parties that previously elected to redeem shares and reversed the redemption election on such shares. PIPE Subscription Agreement: The Counterparty and Seller have entered into a subscription agreement(s), from time to time agreement for the purchase by Seller of the Additional Shares (the “PIPE Subscription Agreement”), and to the extent that the Seller is unable to acquire all of the Additional Shares prior to the closing of the Purchase & Sale, from time to time will enter into additional PIPE Subscription Agreement(s) for the purchase by Seller of the remaining Additional Shares. As of the date hereof, the PIPE Subscription Agreement are is in full force and effect and are is legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the PIPE Subscription AgreementsAgreement, Additional Shares in an amount no less than the Maximum Number of Shares less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitation.

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market or via redemption reversals (other than through Counterparty, including in connection with a separate redemption-reversal agreement between Seller and Counterparty); provided that (a) if such Shares have been purchased by Seller prior to the time set forth in the Definitive Proxy Statement Prospectus dated as of August 14, 2023 for submission of a written request to redeem such Shares as provided for in accordance Section 9.2 of the Certificate of Incorporation (the “Redemption Deadline”), Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (b) if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. PIPE Subscription AgreementPrepayment: The Counterparty and Seller have entered into a subscription agreement(s), from time to time for the purchase by Seller Payment of the Additional Shares Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement warrants (the “PIPE Subscription AgreementTrust Account”)) to the Seller no later than the Prepayment Date. As Counterparty shall provide (a) notice to Counterparty’s trustee of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, with copy to Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon flow of funds from the Counterparty and, Trust Account prior to the knowledge closing of the Counterparty, Business Combination itemizing the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Shares in an amount no less than the Maximum Number of Shares less the Recycled SharesPrepayment Amount due; provided, however, provided that Seller shall not be required invited to purchase an amount attend any closing call in connection with the Business Combination. At the election of Additional Shares such that following Seller, the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect Prepayment Amount may be transferred to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitationa new escrow account as further described in “Escrow” below.