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 January 29, 2024 for submission of a written request to redeem such Shares as provided for in accordance with Article 51.5 of the 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 Agreement, Additional Shares in an amount no less than 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 Ownership 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% or 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 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 January 29Business Combination will be at a price no higher than the Initial Price; provided further, 2024 for submission of a written request to redeem such Shares as provided for in accordance with Article 51.5 of the Memorandum and Articles 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. 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 AgreementAdditional Shares: 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 may 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 from the Counterparty, the in Seller’s sole discretion, enforceable for no additional consideration, 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 as to enforceability, to general principles of equity. Seller shall purchase pursuant to the FPA Funding Amount PIPE Subscription Agreement, Additional Shares in an amount no less than 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 Ownership Limitation; provided, however, that the number of Additional Shares issued at any time, unless permitted under that Seller may purchase from the rules of the applicable Exchange without requiring the approval of the Counterparty’s stockholders, Counterparty shall not exceed 19.9% or such (x) the Maximum Number of Shares, minus (y) the Recycled Shares. For the avoidance of doubt, any Additional Shares purchased by Seller will not be 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 that would require owed to Counterparty by Seller as described in the approval of the Counterparty’s stockholders under the rules of the applicable Exchangesection 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/Statement Prospectus dated as of January 29October 12, 2024 2023 for submission of a written request to redeem such Shares as provided for in accordance with Article 51.5 Section 9.2 of the Memorandum and Articles 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 Business Combination 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 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 agreement for the purchase by Seller of the Additional Shares (the “FPA Funding Amount 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 Note Purchase Agreement and FPA Funding Amount 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 FPA Funding Amount PIPE Subscription Agreement, Additional Shares in an amount no less than 1,500,000 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 (hereinafter referred to as the “Ownership Limitation”) unless Seller at its sole discretion waives such Ownership 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 19.99.9% or such other amount that would require the approval of the Counterparty’s stockholders under the rules of the applicable Exchangeownership 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 January 29August 14, 2024 2023 for submission of a written request to redeem such Shares as provided for in accordance with Article 51.5 Section 9.2 of the Memorandum and Articles 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 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 AgreementAgreements, Additional Shares in an amount no less than 1,500,000 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 (hereinafter referred to as the “Ownership Limitation”) unless Seller at its sole discretion waives such Ownership 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 19.99.9% or such other amount that would require the approval of the Counterparty’s stockholders under the rules of the applicable Exchangeownership 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/Prospectus dated as of January 29, 2024 for submission of a written request to redeem such Shares as provided for in accordance with Article 51.5 of the 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 Additional Shares: Additional Shares may be purchased at any time prior to the avoidance Maturity Date for no separate consideration by Seller, in Seller’s sole discretion, from the Counterparty, with such number of doubt, Recycled Shares shall only include to be specified in a Pricing Date Notice(s) as Additional Shares; provided that such number of Additional Shares the Seller either (i) refrained from exercising its redemption rights on in connection with the Business Combination or (ii) that may be purchased from third parties the Counterparty shall not exceed the difference of (x) the Maximum Number of Shares and (y) the Recycled Shares; provided further that previously elected such number of Additional Shares included in a Pricing Date Notice shall be promptly issued to redeem shares Seller in its name free and reversed clear of all liens. Prepayment: Applicable. Payment of the redemption election on such shares. PIPE Subscription Agreement Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Note Purchase Agreement: The Counterparty Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering 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 sale of private placement units (the “Note Purchase AgreementTrust 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, pursuant with a copy to which Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the Counterparty has issued flow of funds from the Trust Account prior 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 itemizing the Prepayment Amount due 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 Agreement, Additional Shares in an amount no less than 1,500,000 Shares less the Recycled Shares; provided, however, 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 (hereinafter referred to as the “Ownership Limitation”) unless Seller at its sole discretion waives such Ownership 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% or such other amount that would require the approval of the Counterparty’s stockholders under the rules of the applicable ExchangeBusiness Combination.