Common use of Representations and Warranties of Sponsor Clause in Contracts

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreement: (a) Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documents.

Representations and Warranties of Sponsor. Sponsor represents and warrants to Acquiror and in favor of the Company as follows and acknowledges that the Company is relying upon such representations following statements are true and warranties in entering into this Agreement and the Transaction Agreementcorrect: (a) Sponsor is a has the requisite limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by hereby. The execution and delivery of this Agreement. This Agreement has and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate company action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legalvalid, valid legal and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) parties), enforceable against the Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar Laws affecting generally the enforcement of creditors’ rights generally and subject subject, as to enforceability, to general principles of equity). (cb) As of the date hereof, Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at of 4,312,500 shares of Acquiror Pre-Transaction Sponsor Stock (the “Founder Shares”). Immediately prior to the Effective Time and at prior to the forfeiture of the Sponsor Forfeited Shares (as defined below), all times between of the Sponsor Forfeited Shares will be owned by Sponsor. Sponsor has, or will have as of the date hereof and immediately prior to giving effect to the Effective Timetransactions occurring on the Closing Date, as applicable, valid, good and marketable title to such Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Forfeited Shares, with good title thereto, free and clear of all Liens (other than Liens pursuant to this Agreement or any other Transaction Agreement and transfer restrictions under applicable Law or under the Acquiror Organizational Documents). Except for this Agreement, the Sponsor is not party to any option, warrant, purchase right, or other contract or commitment that could require the Sponsor to sell, transfer, or otherwise dispose of the Sponsor Forfeited Securities. Neither the Sponsor, nor any transferees of any securities of Acquiror initially held by the Sponsor, has asserted or perfected any rights to adjustment or other anti-dilution protections with respect to any securities of Acquiror (including the Founder Shares) (whether in connection with the transactions contemplated by the Merger Agreement or otherwise). (c) The execution, delivery and performance by the Sponsor of this Agreement and the Letter Agreement. (d) Except as contemplated consummation by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), do not: (i) conflict with or result in a violation or any breach of any provision of the Governing Organizational Documents of the Sponsor, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation cancellation or acceleration under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Sponsor is a partyparty or by which its properties or assets may be bound, (iii) violateviolate any Law of any Governmental Authority applicable to the Sponsor or its Subsidiaries, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its their respective properties or assets are subject or bound (including the Founder Shares), as applicable, or (iv) result in the creation of any Lien Encumbrance (other than Liens pursuant to this Agreement or any other Transaction Agreement to which it is subject or bound and transfer restrictions under applicable Law or under the Organizational Documents of Acquiror) upon its assets (including the SPAC Sponsor Shares of SponsorFounder Shares), except, except in the case of any of clauses (ii), (iii) through and (iv) above, as for violations which would not adversely affect reasonably be expected to materially impact, impair or delay or prevent the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of consummate the transactions contemplated hereby do not and will not (i) conflict with by this Agreement or violate any Law applicable have a material adverse effect on the ability of the Sponsor to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documents.perform its obligations hereunder

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreement: (a) Sponsor it is a limited liability company duly formedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. (b) Sponsor jurisdiction in which it is formed and has the all requisite corporate or similar power and authority to execute execute, deliver and deliver perform this Agreementletter agreement; (b) the execution, to perform its obligations hereunder delivery and to consummate the transactions contemplated by performance of this Agreement. This Agreement has letter agreement have been duly authorized by all necessary corporate action on the Sponsor’s part and do not contravene any provision of Sponsor. This Agreement ’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than Sponsor) constitutes a legal, valid and binding agreement obligation of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights Enforceability Exceptions; and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, Sponsor has the financial capacity to pay the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement Contribution and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsorletter agreement, and all funds necessary for Sponsor to fulfill the performance by Sponsor of Contribution and its other obligations under this Agreement and the completion of the transactions contemplated by letter agreement shall be available to Sponsor for so long as this Agreement, other than those which are contemplated by the Transaction Agreementletter agreement shall remain in effect. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documents.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approvalinvestment purchases, order investment advisory services or authorization ofinvestment sales, or designation, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/she: (i) is independent of and unrelated to IRON or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the authority to elect a Qualified Default Investment Alternative under Section 4 of Appendix B; (iv) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (v) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, delivery it shall terminate this Agreement pursuant to Section 9 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Financial’ s Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance by does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. The Plan is a retirement plan that provides its participants the “opportunity to exercise control over assets” in their individual accounts in material compliance with Section 2550.404c-1(b)(2) of the U.S. Department of Labor regulations (the “DOL Regulations”). If participants are defaulted into a QDIA, such participants timely receive the QDIA notices under Section 2550.404c-5(c)(3) of the DOL Regulations. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of ERISA as investment options under Plan. (o) If Sponsor has engaged another provider to serve as a financial advisor or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with limited to participant-level services or violate any Law applicable share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor or participants based on recommendations provided by such Financial Consultant. (p) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of IRON’s Form ADV Part 2 in accordance with the Act and IRON’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999. (q) As the Sponsor has directed IRON under Section 13 to provide on-going monitoring of any Managed Account Service selected by Sponsor, Sponsor has made its own independent decision to select such Managed Account Service and is not relying on any recommendation or other advice from IRON with respect to the selection of such Managed Account Service. Sponsor acknowledges that, due to operations and systems-related limitations, IRON is only capable of providing on-going monitoring for a Managed Account Service to the extent it is available across Nationwide’s entire private sector business platform and in no event will IRON be able to monitor any other Managed Account Service that fails to meet this requirement. Sponsor further acknowledges that in the event that IRON makes a recommendation to Sponsor to discontinue the Managed Account Service for any reason, IRON will have no further related monitoring responsibilities.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approvalinvestment purchases, order investment advisory services or authorization ofinvestment sales, or designation, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/she: (i) is independent of and unrelated to CP or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the authority to elect a Qualified Default Investment Alternative under Section 4 of Appendix B; (iv) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (v) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, delivery it shall terminate this Agreement pursuant to Section 9 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Fiduciary, an offering by Creative Planning, LLC's Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance by does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. The Plan is a retirement plan that provides its participants the “opportunity to exercise control over assets” in their individual accounts in material compliance with Section 2550.404c-1(b)(2) of the U.S. Department of Labor regulations (the “DOL Regulations”). If participants are defaulted into a QDIA, such participants timely receive the QDIA notices under Section 2550.404c-5(c)(3) of the DOL Regulations. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of ERISA as investment options under Plan. (o) If Sponsor has engaged another provider to serve as a Financial Professional or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with limited to participant-level services or violate any Law applicable share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor or participants based on recommendations provided by such Financial Consultant. (p) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of CP’s Form ADV Part 2 in accordance with the Act and CP’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999. (q) If Sponsor had directed IRON under Section 13 to provide on-going monitoring of any Managed Account Service selected by Sponsor, Sponsor has made its own independent decision to select such Managed Account Service and is not relying on any recommendation or other advice from IRON with respect to the selection of such Managed Account Service. Sponsor acknowledges that, due to operations and systems- related limitations, IRON is only capable of providing on-going monitoring for a Managed Account Service to the extent it is available across Nationwide’s entire private sector business platform and in no event will IRON be able to monitor any other Managed Account Service that fails to meet this requirement. Sponsor further acknowledges that in the event that IRON makes a recommendation to Sponsor to discontinue the Managed Account Service for any reason, IRON will have no further related monitoring responsibilities.

Representations and Warranties of Sponsor. The Sponsor represents hereby represents, warrants and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementagrees that: (a) The Sponsor has been duly formed and is a limited liability company duly formed, validly existing and in good standing as a limited liability company under the Laws of the State laws of Delaware. (b) Neither the Sponsor nor any person acting on behalf of the Sponsor (other than, if applicable, the Partnership and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Units. (c) To the actual knowledge of the Sponsor, there are no affiliations or associations between any member of FINRA and any of the Sponsor’s officers or directors or the Sponsor, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (d) On the Delivery Date, the Sponsor will have good and valid title to the Units and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens, and immediately prior to the Delivery Date on which the Sponsor is selling Units, the Sponsor will have good and valid title to the Units to be sold by the Sponsor hereunder on the Delivery Date and any “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens. (e) The Units are subject to the interests of the Underwriter and the obligations of the Sponsor hereunder shall not be terminated by any act of the Sponsor, by operation of law or the occurrence of any other event. (f) Upon payment for the Units to be sold by the Sponsor pursuant to this Agreement, delivery of such Units, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), the registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to “securities accounts” (within the meaning of Section 8-501(a) of the UCC) of the Underwriter (assuming that neither DTC nor the Underwriter have “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC) to such Units) (i) DTC shall be a “protected purchaser” of such units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Units, and (iii) an action based on an “adverse claim” (as defined in Section 8-102 of the UCC) to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriter with respect to such security entitlement (assuming that the Underwriter is purchasing such Units without notice of any adverse claim). For purposes of this representation, the Sponsor may assume that when such payment, delivery and crediting occur, (x) the Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the certificate of limited partnership of the Partnership, the Partnership Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC. (g) The Sponsor has the all requisite corporate limited liability company power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The offering and sale of the Units to be sold by the Sponsor, the execution, delivery and performance by Sponsor of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate result in a breach or violation of any Law applicable to of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Sponsor, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Sponsor is a party or by which the Sponsor is bound or to which any of the property or assets of the Sponsor is subject; (ii) require result in any consent, approval violation of the provisions of the certificate of formation or authorization of, declaration, filing limited liability company agreement of the Sponsor; or registration with, or notice to, any person or entity, (iii) result in the creation any violation of any encumbrance on statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor SPAC Shares or its subsidiaries or any of their properties or assets. (other than under this Agreementi) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Sponsor or any of its subsidiaries or any of their properties or assets is required for the offer and sale of the Units, the Transaction Agreementexecution, including delivery and performance of this Agreement by the other Ancillary Agreements Sponsor, and the Letter Agreementconsummation of the transactions contemplated hereby, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications (i) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriter or (ivii) conflict as have been, or prior to the Delivery Date, will be, obtained. (j) To the knowledge of the Sponsor, the Registration Statement did not, as of each Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (k) To the knowledge of the Sponsor, the Prospectus will not, as of its date or as of the Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (l) To the knowledge of the Sponsor, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (m) To the knowledge of the Sponsor, the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule V hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus listed in Schedule V hereto, in reliance upon and in conformity with written information furnished to the Partnership through the Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (n) The Sponsor is not prompted to sell Units by any information concerning the Partnership that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (o) The Sponsor has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership in connection with the offering of the Units. Any certificate signed by any officer of the Sponsor and delivered to the Underwriter or counsel for the Underwriter in connection with the offering of the Units shall be deemed a breach of or constitute a default under any provision of representation and warranty by the Sponsor’s Governing Documents, as to matters covered thereby, to the Underwriter.

Representations and Warranties of Sponsor. The Sponsor represents hereby represents, warrants and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementagrees that: (a) The Sponsor has been duly formed and is a limited liability company duly formed, validly existing and in good standing as a limited liability company under the Laws of the State laws of Delaware. (b) Neither the Sponsor nor any person acting on behalf of the Sponsor (other than, if applicable, the Partnership and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Units. (c) To the actual knowledge of the Sponsor, there are no affiliations or associations between any member of FINRA and any of the Sponsor’s officers or directors or the Sponsor, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (d) On the applicable Delivery Date, the Sponsor will have good and valid title to the Firm Units or Option Units, as the case may be, and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens, and immediately prior to the applicable Delivery Date on which the Sponsor is selling Firm Units or Option Units, as the case may be, the Sponsor will have good and valid title to the Firm or Option Units to be sold by the Sponsor hereunder on the applicable Delivery Date and any “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens. (e) The Units are subject to the interests of the Underwriters and the obligations of the Sponsor hereunder shall not be terminated by any act of the Sponsor, by operation of law or the occurrence of any other event. (f) Upon payment for the Units to be sold by the Sponsor pursuant to this Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), the registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to “securities accounts” (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters have “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC) to such Units) (i) DTC shall be a “protected purchaser” of such units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units, and (iii) an action based on an “adverse claim” (as defined in Section 8-102 of the UCC) to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement (assuming that the Underwriters are purchasing such Units without notice of any adverse claim). For purposes of this representation, the Sponsor may assume that when such payment, delivery and crediting occur, (x) the Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the certificate of limited partnership of the Partnership, the Partnership Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (g) The Sponsor has the all requisite corporate limited liability company power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The offering and sale of the Units to be sold by the Sponsor, the execution, delivery and performance by Sponsor of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate result in a breach or violation of any Law applicable to of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Sponsor, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Sponsor is a party or by which the Sponsor is bound or to which any of the property or assets of the Sponsor is subject; (ii) require result in any consent, approval violation of the provisions of the certificate of formation or authorization of, declaration, filing limited liability company agreement of the Sponsor; or registration with, or notice to, any person or entity, (iii) result in the creation any violation of any encumbrance on statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor SPAC Shares or its subsidiaries or any of their properties or assets. (other than under this Agreementi) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Sponsor or any of its subsidiaries or any of their properties or assets is required for the offer and sale of the Units, the Transaction Agreementexecution, including delivery and performance of this Agreement by the other Ancillary Agreements Sponsor, and the Letter Agreementconsummation of the transactions contemplated hereby, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications (i) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriters or (ivii) conflict as have been, or prior to the applicable Delivery Date, will be, obtained. (j) To the knowledge of the Sponsor, the Registration Statement did not, as of each Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Underwriters specifically for inclusion therein, which information is specified in Section 9(f). (k) To the knowledge of the Sponsor, the Prospectus will not, as of its date or as of any Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Underwriters specifically for inclusion therein, which information is specified in Section 9(f). (l) To the knowledge of the Sponsor, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Underwriters specifically for inclusion therein, which information is specified in Section 9(f). (m) To the knowledge of the Sponsor, the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule VI hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus listed in Schedule VI hereto, in reliance upon and in conformity with written information furnished to the Partnership through the Underwriters specifically for inclusion therein, which information is specified in Section 9(f). (n) The Sponsor is not prompted to sell Units by any information concerning the Partnership that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (o) The Sponsor has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership in connection with the offering of the Units. Any certificate signed by any officer of the Sponsor and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed a breach of or constitute a default under any provision of representation and warranty by the Sponsor’s Governing Documents, as to matters covered thereby, to each Underwriter.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approvalinvestment purchases, order investment advisory services or authorization ofinvestment sales, or designation, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/ she: (i) is independent of and unrelated to CP or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the authority to elect a Qualified Default Investment Alternative under Appendix A, delivery Section II (B)(4); (iv) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (v) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, it shall terminate this Agreement pursuant to Section 9 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Fiduciary, an offering by Creative Planning,LLC Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. The Plan is a retirement plan that provides its participants the “opportunity to exercise control over assets” in their individual accounts in material compliance with Section 2550.404c-1(b)(2) of the U.S. Department of Labor regulations (the “DOL Regulations”). If participants are defaulted into a QDIA, such participants timely receive the QDIA notices under Section 2550.404c-5(c)(3) of the DOL Regulations. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of ERISA as investment options under Plan. (o) If Sponsor has engaged another provider to serve as a financial professional or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with limited to participant-level services or violate any Law applicable share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor or participants based on recommendations provided by such Financial Consultant. (p) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of CP’s Form ADV Part 2 in accordance with the Act and CP’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999. (q) If Sponsor directs IRON to provide on-going monitoring of any Managed Account Service selected by Sponsor, Sponsor has made its own independent decision to select such Managed Account Service and is not relying on any recommendation or other advice from IRON with respect to the selection of such Managed Account Service. Sponsor acknowledges that, due to operations and systems-related limitations, IRON is only capable of providing on-going monitoring for a Managed Account Service to the extent it is available across Nationwide’s entire private sector business platform and in no event will IRON be able to monitor any other Managed Account Service that fails to meet this requirement. Sponsor further acknowledges that in the event that IRON makes a recommendation to Sponsor to discontinue the Managed Account Service for any reason, IRON will have no further related monitoring responsibilities. (r) Sponsor hereby acknowledges that IRON has access to, and is authorized to use, all investment options available under the Plan’s menu of investments based on the Nationwide product(s) and program selected by the Plan Sponsor. Options may include mutual funds and collective investment trusts (CIT), if applicable. If the Sponsor is investing plan assets in a CIF, it is either a governmental plan which satisfies the requirements of Code Section 457(g), or a tax qualified plan under Code Section 401(a) that covers no self-employed person, contains no plan assets for participants which are residents of Puerto Rico, and is authorized to participate in a CIT or CIF and to adopt a CIF Declaration of Trust as amended from time to time, as part of the Plan. (s) If the Plan is a governmental plan described in Code Section 457(g) and the assets of the Plan will be invested in a CIF, such assets do not include proceeds from the issuance of municipal securities, which includes by definition, the actual proceeds from the issuance, monies held in funds under legal documents that are reasonably expected to be used as security or a source of payment for the payment on the debt service of municipal securities and any investment income on the amounts described above. (t) If the Plan invests in a CIF and also invests in a stable value strategy, the Plan is a defined contribution plan within the meaning of AICPA SOP 94-4, as amended by FASB Staff Position AAG-INV-1. (u) If a Plan described in Code Section 401(a) is investing in a CIF, then either the Plan designates IRON as a named fiduciary, or IRON has been properly delegated as a named fiduciary under the Plan.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approval, order or authorization ofinvestment purchases, or designationinvestment sales, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None The individual signing this Agreement and any appendices thereto on behalf of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), represents that he/she: (i) result in a violation or breach is independent of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise and unrelated to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor IRON or any of its properties affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets are subject or bound or of the Plan; (iii) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (iv) result is authorized to sign on behalf of the Sponsor in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectcorporate capacity. (h) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, it shall terminate this Agreement pursuant to Section 9 of this Agreement. (i) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Financial’s Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (j) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performance. (k) The executionPlan documents (and related Trust documents) permit payment of the Fees out of Plan assets. (l) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, delivery Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and performance by the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (m) If Sponsor has engaged another provider to serve as a financial advisor or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with or violate any Law applicable limited to share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor based on recommendations provided by such Financial Consultant. (n) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of IRON’s Form ADV Part 2 in accordance with the Act and IRON’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999.

Representations and Warranties of Sponsor. The Sponsor represents hereby represents, warrants and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementagrees that: (a) The Sponsor has been duly formed and is a limited liability company duly formed, validly existing and in good standing as a limited liability company under the Laws of the State laws of Delaware. (b) Neither the Sponsor nor any person acting on behalf of the Sponsor (other than, if applicable, the Partnership and the Underwriters) has used or referred to any Free Writing Prospectus relating to the Units without the prior written consent of the Representatives, except as set forth on Schedule VI hereto. (c) After giving effect to the Transactions, the Sponsor will have good and valid title to the Units and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens, and immediately prior to any Delivery Date on which the Sponsor is selling Units, the Sponsor will have good and valid title to the Units to be sold by the Sponsor hereunder on such Delivery Date and any “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens. (d) The Units are subject to the interests of the Underwriters and the obligations of the Sponsor hereunder shall not be terminated by any act of the Sponsor, by operation of law or the occurrence of any other event. (e) Upon payment for the Units to be sold by the Sponsor pursuant to this Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), the registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to “securities accounts” (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters have “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC) to such Units) (i) DTC will acquire good and marketable title to the Units free and clear of all Liens, (ii) DTC shall be a “protected purchaser” of such units within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Sponsor may assume that when such payment, delivery and crediting occur, (x) the Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the certificate of limited partnership of the Partnership, the Partnership Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) The Sponsor has the all requisite corporate limited liability company power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None The offering and sale of the execution or delivery Units to be sold by Sponsor of this Agreementthe Sponsor, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate result in a breach or violation of any Law applicable to of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Sponsor, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Sponsor is a party or by which the Sponsor is bound or to which any of the property or assets of the Sponsor is subject; (ii) require result in any consent, approval violation of the provisions of the certificate of formation or authorization of, declaration, filing limited liability company agreement of the Sponsor; or registration with, or notice to, any person or entity, (iii) result in the creation any violation of any encumbrance on statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor SPAC Shares or its subsidiaries or any of their properties or assets. (other than under this Agreementh) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Sponsor or any of its subsidiaries or any of their properties or assets is required for the offer and sale of the Units, the Transaction Agreementexecution, including delivery and performance of this Agreement by the other Ancillary Agreements Sponsor, the consummation of the transactions contemplated hereby, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications (i) as may be required under the Exchange Act, and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriters or (ii) as have been, or prior to the Initial Delivery Date or the Option Unit Delivery Date, as applicable, will be, obtained. (i) To the knowledge of the Sponsor, the Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (j) To the knowledge of the Sponsor, the Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (k) To the knowledge of the Sponsor, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (l) To the knowledge of the Sponsor, the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule VI hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus listed in Schedule VI hereto, in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (m) The Sponsor is not prompted to sell Units by any information concerning the Partnership that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Letter AgreementProspectus. (n) The Sponsor has not taken, directly or (iv) conflict with indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership in connection with the offering of the Units. Any certificate signed by any officer of the Sponsor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a breach of or constitute a default under any provision of representation and warranty by the Sponsor’s Governing Documents, as to matters covered thereby, to each Underwriter.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approvalinvestment purchases, order investment advisory services or authorization ofinvestment sales, or designation, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/ she: (i) is independent of and unrelated to CP or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the authority to elect a Qualified Default Investment Alternative under Appendix A, delivery Section II (B)(4); (iv) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (v) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, it shall terminate this Agreement pursuant to Section 9 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Fiduciary, an offering by Creative Planning, LLC Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. The Plan is a retirement plan that provides its participants the “opportunity to exercise control over assets” in their individual accounts in material compliance with Section 2550.404c-1(b)(2) of the U.S. Department of Labor regulations (the “DOL Regulations”). If participants are defaulted into a QDIA, such participants timely receive the QDIA notices under Section 2550.404c-5(c)(3) of the DOL Regulations. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of ERISA as investment options under Plan. (o) If Sponsor has engaged another provider to serve as a financial professional or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with limited to participant-level services or violate any Law applicable share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor or participants based on recommendations provided by such Financial Consultant. (p) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of CP’s Form ADV Part 2 in accordance with the Act and CP’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999. (q) If Sponsor directs IRON to provide on-going monitoring of any Managed Account Service selected by Sponsor, Sponsor has made its own independent decision to select such Managed Account Service and is not relying on any recommendation or other advice from IRON with respect to the selection of such Managed Account Service. Sponsor acknowledges that, due to operations and systems-related limitations, IRON is only capable of providing on-going monitoring for a Managed Account Service to the extent it is available across Nationwide’s entire private sector business platform and in no event will IRON be able to monitor any other Managed Account Service that fails to meet this requirement. Sponsor further acknowledges that in the event that IRON makes a recommendation to Sponsor to discontinue the Managed Account Service for any reason, IRON will have no further related monitoring responsibilities. (r) If the Sponsor is investing plan assets in a CIF, it is either a governmental plan which satisfies the requirements of Code Section 457(g), or a tax qualified plan under Code Section 401(a) that covers no self-employed person, contains no plan assets for participants which are residents of Puerto Rico, and is authorized to participate in a CIT or CIF and to adopt a CIF Declaration of Trust as amended from time to time, as part of the Plan. (s) If the Plan is a governmental plan described in Code Section 457(g) and the assets of the Plan will be invested in a CIF, such assets do not include proceeds from the issuance of municipal securities, which includes by definition, the actual proceeds from the issuance, monies held in funds under legal documents that are reasonably expected to be used as security or a source of payment for the payment on the debt service of municipal securities and any investment income on the amounts described above. (t) If the Plan invests in a CIF and also invests in a stable value strategy, the Plan is a defined contribution plan within the meaning of AICPA SOP 94-4, as amended by FASB Staff Position AAG-INV-1. (u) If a Plan described in Code Section 401(a) is investing in a CIF, then either the Plan designates IRON as a named fiduciary, or IRON has been properly delegated as a named fiduciary under the Plan.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approvalinvestment purchases, order investment advisory services or authorization ofinvestment sales, or designation, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/she: (i) is independent of and unrelated to IRON or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (iv) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, delivery it shall terminate this Agreement pursuant to Section 9 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Financial’s Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance by does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. The Plan is a retirement plan that provides its participants the “opportunity to exercise control over assets” in their individual accounts in material compliance with Section 2550.404c-1(b)(2) of the U.S. Department of Labor regulations (the “DOL Regulations”). If participants are defaulted into a QDIA, such participants timely receive the QDIA notices under Section 2550.404c-5(c)(3) of the DOL Regulations. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of ERISA as investment options under Plan. (o) If Sponsor has engaged another provider to serve as a financial advisor or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with limited to participant-level services or violate any Law applicable share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor or participants based on recommendations provided by such Financial Consultant. (p) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of IRON’s Form ADV Part 2 in accordance with the Act and IRON’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999. (q) If Sponsor has directed IRON under Section 13 to provide on-going monitoring of any Managed Account Service selected by Sponsor, Sponsor has made its own independent decision to select such Managed Account Service and is not relying on any recommendation or other advice from IRON with respect to the selection of such Managed Account Service. Sponsor acknowledges that, due to operations and systems- related limitations, IRON is only capable of providing on-going monitoring for a Managed Account Service to the extent it is available across Nationwide’s entire private sector business platform and in no event will IRON be able to monitor any other Managed Account Service that fails to meet this requirement. Sponsor further acknowledges that in the event that IRON makes a recommendation to Sponsor to discontinue the Managed Account Service for any reason, IRON will have no further related monitoring responsibilities.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction AgreementPine River Parties as follows: (a) Sponsor has all requisite legal capacity or other power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. [Following to be included for Sponsors who are not natural persons:] [Sponsor is a limited liability company duly formed, validly existing and in good standing under in the Laws jurisdiction of its formation. The execution, delivery and performance of this Agreement and the State consummation of Delaware. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby have been duly authorized by this Agreement. Sponsor.] This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of the Company and the Pine River Parties, constitutes a valid and binding obligation of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against the Sponsor in accordance with its terms terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other Laws affecting generally similar laws now or hereafter in effect, and (ii) the enforcement remedy of creditors’ rights specific performance and injunctive and other forms of equitable relief may be subject to general principles of equity). (c) Sponsor is equitable defenses and to the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any discretion of the SPAC Sponsor Shares or court before which any proceeding therefor may be brought. Except for such informational filings with the right to vote any of Securities and Exchange Commission as may be necessary under the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity orExchange Act, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to neither the execution, delivery or performance of its obligations under this Agreement by Sponsor, Sponsor nor the performance consummation by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), will (i) result in a violation require Sponsor to make any filing with, or breach of obtain any provision of the Governing Documents of Sponsorpermit, authorization, consent or approval of, any Governmental Entity, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation cancellation or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Sponsor under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or other instrument or obligation to which Sponsor is a party, (iii) violate, party or constitute a breach under, any Order or applicable Law to by which Sponsor or any of its Sponsor’s properties or assets are subject or bound or (iv) result in assets, including the creation of any Lien upon the SPAC Sponsor Shares of Sponsoror Sponsor Warrants, except, in may be bound (other than the case of any of clauses (iiEscrow Agreement) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation a violation by Sponsor of any encumbrance Law applicable to Sponsor or any of Sponsor’s properties or assets, including the Sponsor Shares or Sponsor Warrants. (b) The Sponsor Shares, if any, set forth opposite such Sponsor’s name on Exhibit A hereto and the certificates representing such Sponsor Shares are held of record or beneficially by the Sponsor and the Sponsor has good and marketable title to such Sponsor Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens arising hereunder or under the Escrow Agreement. Neither the Sponsor SPAC nor any affiliate of the Sponsor owns of record or beneficially any securities of the Company, or any options, warrants or rights exercisable for securities of the Company, other than the Shares (other and Warrants set forth on Exhibit A hereto. Other than under this Agreement, neither Sponsor nor any affiliate of Sponsor has granted or appointed any proxy, power of attorney or other rights (except any expired or effectively revoked proxy) with respect to any Sponsor Shares. (c) The Sponsor Warrants, if any, set forth opposite such Sponsor’s name on Exhibit A hereto and the Transaction certificates representing such Sponsor Warrants are now, and until the Expiration Date will be, held of record or beneficially by Sponsor, and Sponsor has good and marketable title to such Sponsor Warrants, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens arising hereunder or under the Subscription Agreement, including dated as of October 12, 2007, relating to the purchase of the Sponsor Warrants. Other than under this Agreement, neither Sponsor nor any affiliate of Sponsor has granted or appointed any proxy, power of attorney or other Ancillary Agreements rights (except any expired or effectively revoked proxy) with respect to any such Sponsor Warrants. (d) No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Sponsor. (e) Sponsor understands and acknowledges that Pine River, Parent and Merger Sub are entering into the Letter Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. (f) As of the date of this Agreement, there is no litigation, suit, claim, action, proceeding or investigation pending or, to the knowledge of Sponsor, threatened against Sponsor, or any property or asset of Sponsor, before any Governmental Entity that (i) seeks to delay or prevent the consummation of the transactions contemplated by this Agreement, the Merger Agreement or the Warrant Agreement Amendment or (ivii) conflict with relates to the Sponsor Shares or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documentsthe Sponsor Warrants.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approvalinvestment purchases, order investment advisory services or authorization ofinvestment sales, or designation, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None The individual signing this Agreement and any appendices thereto on behalf of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), represents that he/she: (i) result in a violation or breach is independent of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise and unrelated to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor CP or any of its properties affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets are subject or bound or of the Plan; (iii) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (iv) result is authorized to sign on behalf of the Sponsor in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectcorporate capacity. (h) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, it shall terminate this Agreement pursuant to Section 9 of this Agreement. (i) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and CP’s Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (j) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performance. (k) The executionPlan documents (and related Trust documents) permit payment of the Fees out of Plan assets. (l) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, delivery Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and performance by the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (m) If Sponsor has engaged another provider to serve as a Financial Professional or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with or violate any Law applicable limited to share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor based on recommendations provided by such Financial Consultant. (n) An unsigned copy of this Agreement including the disclosures in Appendix C (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of CP’s Form ADV Part 2 in accordance with the Act and CP’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999. (o) Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction AgreementPine River Parties as follows: (a) Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. (b) Sponsor has the all requisite corporate legal capacity or other power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of the Company and the Pine River Parties, constitutes a valid and binding obligation of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against the Sponsor in accordance with its terms terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other Laws affecting generally similar laws now or hereafter in effect, and (ii) the enforcement remedy of creditors’ rights specific performance and injunctive and other forms of equitable relief may be subject to general principles of equity). (c) Sponsor is equitable defenses and to the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any discretion of the SPAC Sponsor Shares or court before which any proceeding therefor may be brought. Except for such informational filings with the right to vote any of Securities and Exchange Commission as may be necessary under the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity orExchange Act, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to neither the execution, delivery or performance of its obligations under this Agreement by Sponsor, Sponsor nor the performance consummation by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), will (i) result in a violation require Sponsor to make any filing with, or breach of obtain any provision of the Governing Documents of Sponsorpermit, authorization, consent or approval of, any Governmental Entity, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation cancellation or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Sponsor under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or other instrument or obligation to which Sponsor is a party, (iii) violate, party or constitute a breach under, any Order or applicable Law to by which Sponsor or any of its Sponsor’s properties or assets are subject or bound or (iv) result in assets, including the creation of any Lien upon the SPAC Sponsor Shares of Sponsoror Sponsor Warrants, except, in may be bound (other than the case of any of clauses (iiEscrow Agreement) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation a violation by Sponsor of any encumbrance Law applicable to Sponsor or any of Sponsor’s properties or assets, including the Sponsor Shares or Sponsor Warrants. (b) The Sponsor Shares, if any, set forth opposite such Sponsor’s name on Exhibit A hereto and the certificates representing such Sponsor Shares are held of record or beneficially by the Sponsor and the Sponsor has good and marketable title to such Sponsor Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens arising hereunder or under the Escrow Agreement. Neither the Sponsor SPAC nor any affiliate of the Sponsor owns of record or beneficially any securities of the Company, or any options, warrants or rights exercisable for securities of the Company, other than the Shares (other and Warrants set forth on Exhibit A hereto. Other than under this Agreement, neither Sponsor nor any affiliate of Sponsor has granted or appointed any proxy, power of attorney or other rights (except any expired or effectively revoked proxy) with respect to any Sponsor Shares. (c) The Sponsor Warrants, if any, set forth opposite such Sponsor’s name on Exhibit A hereto and the Transaction certificates representing such Sponsor Warrants are now, and until the Expiration Date will be, held of record or beneficially by Sponsor, and Sponsor has good and marketable title to such Sponsor Warrants, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens arising hereunder or under the Subscription Agreement, including dated as of October 12, 2007, relating to the purchase of the Sponsor Warrants. Other than under this Agreement, neither Sponsor nor any affiliate of Sponsor has granted or appointed any proxy, power of attorney or other Ancillary Agreements rights (except any expired or effectively revoked proxy) with respect to any such Sponsor Warrants. (d) No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Sponsor. (e) Sponsor understands and acknowledges that Pine River, Parent and Merger Sub are entering into the Letter Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. (f) As of the date of this Agreement, there is no litigation, suit, claim, action, proceeding or investigation pending or, to the knowledge of Sponsor, threatened against Sponsor, or any property or asset of Sponsor, before any Governmental Entity that (i) seeks to delay or prevent the consummation of the transactions contemplated by this Agreement, the Merger Agreement or the Warrant Agreement Amendment or (ivii) conflict with relates to the Sponsor Shares or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documentsthe Sponsor Warrants.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Investor as follows: Sponsor is the legal and in favor record owner of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreement: (a) Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. (b) Transfer Shares. Sponsor has the all requisite corporate power and authority under the laws of the jurisdiction of its formation to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and legally binding agreement of Sponsor (assuming that this Agreement has been duly authorizedSponsor, executed and delivered by the other Parties) enforceable against Sponsor it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement terms. None of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this AgreementAgreement will (i) contravene or conflict with Sponsor’s organizational documents, the performance by Sponsor (ii) contravene or conflict with or constitute a violation of its obligations hereunder any provision of any law or the consummation governmental order binding upon or applicable to Sponsor, constitute a default under or breach of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due the giving of notice or lapse the passage of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default violate or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation amendment or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, right or constitute a breach under, any Order or applicable Law to which obligation of Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation or imposition of any encumbrance lien on any of the Transfer Shares. Sponsor will be responsible for any fees or expenses owed to any investment banker, broker, finder or other intermediary which has been retained by it or SPAC Shares (other than under or is authorized to act on behalf of it or SPAC who is or might be entitled to any fee or commission from it or SPAC upon consummation of the transactions contemplated by this Agreement. Representations and Warranties of Investor. Sponsor hereby represents and warrants to Investor as follows: If Investor is not a natural person, Investor has all requisite power and authority under the Transaction Agreementlaws of the jurisdiction of its formation to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized by all necessary action on the part of Investor. This Agreement constitutes a valid and legally binding agreement of Investor, including enforceable against it in accordance with its terms. None of the other Ancillary Agreements and the Letter Agreementexecution, delivery or performance by Investor of this Agreement will (i) contravene or conflict with Investor’s organizational documents, if any, (ivii) contravene or conflict with or result in constitute a breach violation of any provision of any law or governmental order binding upon or applicable to Investor, constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any provision right of Sponsor’s Governing Documentstermination, cancellation, amendment or acceleration of any right or obligation of Investor or (iii) result in the creation or imposition of any lien on any of the Transfer Shares. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Investor who is or might be entitled to any fee or commission from Investor upon consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Sponsor. The Sponsor represents hereby represents, warrants and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementagrees that: (a) The Sponsor has been duly formed and is a limited liability company duly formed, validly existing and in good standing as a limited liability company under the Laws of the State laws of Delaware. (b) Neither the Sponsor nor any person acting on behalf of the Sponsor (other than, if applicable, the Partnership and the Underwriters) has used or referred to any Free Writing Prospectus relating to the Units without the prior written consent of the Representatives, except as set forth on Schedule VI hereto. (c) After giving effect to the Transactions, the Sponsor will have good and valid title to the Units and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens, and immediately prior to any Delivery Date on which the Sponsor is selling Units, the Sponsor will have good and valid title to the Units to be sold by the Sponsor hereunder on such Delivery Date and any “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens. (d) The Units are subject to the interests of the Underwriters and the obligations of the Sponsor hereunder shall not be terminated by any act of the Sponsor, by operation of law or the occurrence of any other event. (e) Upon payment for the Units to be sold by the Sponsor pursuant to this Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), the registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to “securities accounts” (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters have “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC) to such Units) (i) DTC will acquire good and marketable title to the Units free and clear of all Liens, (ii) DTC shall be a “protected purchaser” of such units within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Sponsor may assume that when such payment, delivery and crediting occur, (x) the Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the certificate of limited partnership of the Partnership, the Partnership Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) The Sponsor has the all requisite corporate limited liability company power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None The offering and sale of the execution or delivery Units to be sold by Sponsor of this Agreementthe Sponsor, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate result in a breach or violation of any Law applicable to of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Sponsor, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Sponsor is a party or by which the Sponsor is bound or to which any of the property or assets of the Sponsor is subject; (ii) require result in any consent, approval violation of the provisions of the certificate of formation or authorization of, declaration, filing limited liability company agreement of the Sponsor; or registration with, or notice to, any person or entity, (iii) result in the creation any violation of any encumbrance statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor or its subsidiaries or any of their properties or assets, except in the cases of clauses (i) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on any the Sponsor SPAC Shares (other than or materially impair the ability of the Sponsor to perform its obligations under this Agreement. (h) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Sponsor or any of its subsidiaries or any of their properties or assets is required for the offer and sale of the Units, the Transaction execution, delivery and performance of this Agreement by the Sponsor, the consummation of the transactions contemplated hereby, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications (i) as may be required under the Exchange Act, and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriters or (ii) as have been, or prior to the Initial Delivery Date or the Option Unit Delivery Date, as applicable, will be, obtained or (iii) that, if not obtained, would not reasonably be expected to have a material adverse effect on the Sponsor or materially impair the ability of the Sponsor to perform its obligations under this Agreement. (i) To the knowledge of the Sponsor, including the other Ancillary Agreements Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (j) To the knowledge of the Sponsor, the Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (k) To the knowledge of the Sponsor, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (l) To the knowledge of the Sponsor, the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule VI hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus listed in Schedule VI hereto, in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9(f). (m) The Sponsor is not prompted to sell Units by any information concerning the Partnership that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Letter AgreementProspectus. (n) The Sponsor has not taken, directly or (iv) conflict with indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership in connection with the offering of the Units. Any certificate signed by any officer of the Sponsor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a breach of or constitute a default under any provision of representation and warranty by the Sponsor’s Governing Documents, as to matters covered thereby, to each Underwriter.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to and in favor of the Company and SPAC as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formedorganized, validly existing and in good standing under the Laws of the State laws of Delaware. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or and performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to are within Sponsor’s limited liability company powers and have been duly authorized by all necessary limited liability company actions on the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents part of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (hb) The execution, delivery and performance by Sponsor of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entityother person, (iii) result in the creation of any encumbrance on any of the Sponsor SPAC Shares (other than under this Agreement, the Transaction AgreementBCA and the agreements contemplated by the BCA, including the other Ancillary Agreements and the Letter AgreementTransaction Documents) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documentsgoverning documents. (c) As of the date of this Agreement, Sponsor owns exclusively and has good and valid title to the Sponsor Shares, free and clear of any Lien, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws, (iii) the SPAC Formation Document, (iv) the Warrant Agreement executed between SPAC and Continental, dated as of October 28, 2021 and the warrants issued pursuant thereto and (v) the Letter Agreement. (d) This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (e) There are no Actions pending against Sponsor or, to the knowledge of Sponsor, threatened against it, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (f) No financial advisor, investment banker, broker, finder or other similar intermediary is entitled to any fee or commission from Sponsor or any of its Subsidiaries or any of their respective Affiliates in connection with the BCA or this Agreement or any of the respective transactions contemplated thereby and hereby, in each case, based upon any arrangement or agreement made by or, to the knowledge of Sponsor, on behalf of Sponsor, for which SPAC, the Company or any of their respective Affiliates would have any obligations or liabilities of any kind or nature, except as set forth on Section of 5.13 of the SPAC Disclosure Schedule. (g) Sponsor has had the opportunity to read the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors. (h) Sponsor has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of Sponsor’s obligations hereunder.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) The Sponsor is a limited liability company duly formed, organized and validly existing and in good standing under the Laws of the State of Delawarelaws governing its creation and existence, and has full legal right, power, and authority (i) to enter into this Agreement, and (ii) to carry out, give effect to, and consummate all other transactions on its part contemplated by this Agreement. (b) All governmental proceedings legally required to be taken by the Sponsor has in connection with the requisite corporate power authorization and authority to execute execution of this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the consummation of the transactions contemplated hereby and related hereto, and all such approvals, authorizations, consents, licenses or other orders of local, state or federal regulatory agencies, public boards or bodies and any other entity, if any, as may be legally required to be obtained by the Sponsor prior to the date of this Agreement. Agreement with respect to all or any of such matters, have been taken or obtained. (c) This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the Sponsor and, when duly executed and delivered by the other Parties) parties hereto, will constitute the legal, valid and binding obligation of the Sponsor enforceable against Sponsor in accordance with its terms (subject to applicable except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other Laws affecting generally the enforcement of laws or equitable principles limiting creditors’ rights and subject to general principles generally (regardless of whether enforcement is sought at law or in equity). (cd) During the term of this Agreement, the Sponsor is will remain in good standing and qualified to do business under the sole holder oflaws of the state of its then state of organization and of the State, record will not dissolve or otherwise dispose of all or substantially all of its assets and beneficial owner ofwill not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it, provided that it may, without violating the agreement contained in this subsection, consolidate with or merge into another entity, or exercises control permit one or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner ofmore entities to consolidate with or merge into it, or exercise control sell or direction overotherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, provided that the surviving, resulting or transferee entity, as the case may be, shall assume in writing all of the SPAC obligations of Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and (in the Letter Agreement. (d) Except as contemplated by the Transaction Agreement case of a sale of all or the Governing Documents substantially all of Sponsor’s assets, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any each of the SPAC other parties hereto shall release the Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesin writing from all liability hereunder, concurrently with and contingent upon such assumption). (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against The Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated Sponsor Affiliate have full legal authority to engage in their respective activities covered by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of and the execution or and delivery by Sponsor of this AgreementAgreement and compliance with its terms, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (conditions and provisions will not conflict with or without due notice or lapse of time or both), (i) result in a violation or material breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of their respective charter, bylaws or governing instruments or any Contract material agreement to which Sponsor either is a party, (iii) violateparty or by which either is bound or any law or regulation or any administrative decree or order to which either is subject, or constitute a default thereunder, which conflict, breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as default would not materially and adversely affect the ability performance by the Sponsor or the Sponsor Affiliate of their respective obligations under this Agreement. (f) To the best of their knowledge, the Sponsor and the Sponsor Affiliate are not in default with respect to performany order or decree of any court or any order, regulation or otherwise comply withdemand of any federal, any State, municipal or governmental agency, which default might have consequences that would materially and adversely affect their performance hereunder. (g) There is no litigation pending or, to the best of its covenantsknowledge, agreements threatened against the Sponsor or obligations hereunder in any material respectthe Sponsor Affiliate with respect to this Agreement or the consummation of the transactions contemplated hereby. (h) The executionAll Homes to be financed by Loans will be purchased in conformance with all applicable federal and state laws, delivery rules and performance regulations and the Sponsor will comply with all applicable laws and regulations relating to Sponsor activities contemplated by Sponsor of this Agreement and the consummation Sponsor will cause the Sponsor Affiliate to comply with all applicable laws and regulations relating to the Sponsor Affiliate activities contemplated by Sponsor of the transactions contemplated hereby do not and will not this Agreement. (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in As of the creation date of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction AgreementSponsor is an instrumentality of the State, including and as such is exempt from federal income taxation and warrants that it will not perform any acts or enter into any agreements which would adversely affect such federal income tax status nor shall it carry on or permit to be carried on any trade or business if such activity would adversely affect its federal income status. (j) As an instrumentality of the other Ancillary Agreements and State involved in the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsorhousing and able to obtain FHA-insured financing, the Sponsor has provided evidence from its legal counsel that (i) the Sponsor has the legal authority to become the borrower, and (ii) the State is not in bankruptcy, and (iii) there is no legal prohibition that would prevent the Issuer from obtaining a deficiency judgement (if permitted by State law for other types of borrowers) on FHA’s Governing Documentsbehalf in the event of foreclosure or deed-in-lieu of foreclosure. As such, state and local government agencies are not required to be listed on the HUD- approved Nonprofit roster per HUD 4000.1 “FHA Single Family Housing Policy Handbook”, Section II.A.1.(14)(b)(i).

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to the Company and in favor Sio Silica Incorporated as of the Company date hereof as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formedthe legal and beneficial owner of, validly existing and in good standing under has good, valid and marketable title to, the Laws Covered Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the State date hereof, other than the Covered Shares and 10,156,250 private placement warrants held by it, Sponsor does not own beneficially or of Delawarerecord any share capital of SPAC (or any securities, including warrants exercisable, convertible or exchangeable into share capital of SPAC). (b) Sponsor (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to Sponsor’s Covered Shares, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of Sponsor’s Covered Shares that is inconsistent with Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of Sponsor’s Covered Shares that is inconsistent with Sponsor’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Sponsor (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the applicable Law of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to, execute, deliver this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws and similar requirements under applicable Law affecting generally the enforcement of creditors’ rights generally and subject subject, as to enforceability, to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by Sponsor from, or to be given by Sponsor to, or be made by Sponsor with, any Governmental Authority in connection with the execution, delivery and performance by Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Amalgamations and the other transactions contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor SharesBusiness Combination Agreement. (e) There are The execution, delivery and performance of this Agreement by Sponsor do not, and the consummation of the transactions contemplated hereby or the Amalgamations and the other Transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of Sponsor pursuant to any Contract binding upon Sponsor or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 6(c), under any requirements of applicable Law to which Sponsor is subject, or (iii) any change in the rights or obligations of any party under any Contract legally binding upon Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Amalgamations or the other Transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement, there is no Proceedings in progress or Action pending before any Governmental Entity against Sponsor or, to the knowledge of Sponsor, threatened against Sponsor that questions the ownership of Sponsor’s Owned Shares, that would adversely affect in any manner reasonably be expected to question the validity of this Agreement or prevent or materially impair, enjoin or delay the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of or to consummate the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreementhereby. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a partysophisticated stockholder and has adequate information concerning the business and financial condition of the Company and SPAC to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as Sponsor has deemed appropriate, (iii) violatemade its own analysis and decision to enter into this Agreement. Sponsor acknowledges that the Company and Sio Silica Incorporated have not made and do not make any representation or warranty, whether express or constitute a breach underimplied, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon kind or character except as expressly set forth in this Agreement. Sponsor acknowledges that the SPAC agreements contained herein with respect to the Covered Shares owned by Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectis irrevocable. (h) The execution, Sponsor understands and acknowledges that Sio Silica Incorporated and the Company are entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery and performance by Sponsor of this Agreement and the consummation by representations, warranties, covenants and other agreements of Sponsor of contained herein. (i) No investment banker, broker, finder or other intermediary, other than UBS Securities LLC and BMO Financial Group, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Sio Silica Incorporated or the Company is or will be liable in connection with the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable based upon arrangements made by or, to the knowledge of Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision behalf of Sponsor’s Governing Documents.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of hereby makes the Company as follows and acknowledges that the Company is relying upon such following representations and warranties in entering into this Agreement to the Purchaser as of the Initial Closing and the Transaction Agreementas of each subsequent Closing: (a) Sponsor is a limited liability company duly formedhas full corporate power, validly existing authority and in good standing under the Laws of the State of Delaware. (b) Sponsor has the requisite corporate power and authority capacity to execute and deliver enter into this Agreement, to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Sponsor of this Agreement, and the compliance by Sponsor with the provisions of this Agreement, have been duly authorized by all requisite corporate or limited liability company action of Sponsor. No other corporate or limited liability company actions or proceedings are required to be taken by or on the part of Sponsor to authorize and permit the execution, delivery and performance by Sponsor of this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor Xxxxxxx and constitutes (assuming due authorization, execution and delivery by each other party hereto and/or thereto) constitute a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorizedobligation, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)terms. (cb) Sponsor is Immediately prior to the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Timetransactions contemplated in this Agreement, Sponsor will be the sole holder of, record legal and beneficial owner of, or exercise control or direction over, of all of the SPAC Sponsor Structuring Shares, with good title thereto, free and clear of all Liens (no Person other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person Sponsor has any contractual right claim, by contract or privilege for the purchase otherwise, of rights, title or acquisition from Sponsor of any of the SPAC Sponsor Shares legal or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings beneficial ownership in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion Structuring Shares. Upon consummation of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) Purchaser shall own valid title to the Structuring Shares, free and clear of all encumbrances. None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result Structuring Shares were issued in a violation or breach of any provision of the Governing Documents of Sponsorcontract, (ii) result in a violation arrangement or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract commitment to which Sponsor is a party, (iii) violate, party or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation violation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case preemptive or similar rights of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectPerson. (hc) The execution, delivery and performance by Sponsor of this Agreement Agreement, and the consummation by Sponsor of the transactions contemplated hereby hereby, do not and will not not: (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iva) conflict with or result in a violation or breach of any provision of any applicable law, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any provision party the right to accelerate, terminate, modify or cancel, any contract to which Sponsor is a party or by which Sponsor is bound or to which any of Sponsor’s Governing Documentsproperties or assets are subject, or any permit affecting the properties, assets or business of Sponsor, or (b) result in the creation or imposition of any encumbrance on any properties or assets of Sponsor. No consent, approval, permit or governmental order of, declaration or filing with or notice to, any governmental authority is required by or with respect to Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. There are no Actions or Proceedings against or by that challenge or seek to prevent, enjoin or otherwise delay or could adversely affect any of Sponsor’s properties or assets or the transactions contemplated by this Agreement.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a Named Fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approval, order or authorization ofinvestment purchases, or designationinvestment sales, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/she: (i) is independent of and unrelated to CP or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the power and authority to appoint investment advisers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (iv) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 12.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, delivery it shall terminate this Agreement pursuant to Section 11 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and CP's Form ADV Part 2 which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance by does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. The Plan is a retirement plan that may provide its participants the “opportunity to exercise control over assets” in their individual accounts in material compliance with Section 2550.404c-1(b)(2) of the DOL Regulations. If participants are defaulted into a QDIA, such participants timely receive the QDIA notices under Section 2550.404c-5(c)(3) of the DOL Regulations. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 12.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of ERISA as investment options under Plan. (o) If Sponsor has engaged another provider to serve as a financial professional or consultant (the “Financial Consultant”) on behalf of the transactions contemplated hereby do Plan, any investment-related services provided by such Financial Consultant, including but not and will not (i) conflict with limited to participant-level services or violate any Law applicable share class recommendations given to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in will be consistent with the creation of any encumbrance on any Sponsor SPAC Shares (other than Services provided under this Agreement, the Transaction AgreementAgreement and will be provided in compliance with applicable law, including but not limited to the other Ancillary Agreements prohibited transaction rules under ERISA. Sponsor acknowledges that IRON shall not be responsible for any actions outside the scope of its Services, including but not limited to any investment decisions made by Sponsor or participants based on recommendations provided by such Financial Consultant. (p) An unsigned copy of this Agreement including the disclosures in Appendix D (which are intended to provide certain fee disclosures under Section 408(b)(2) of ERISA and the Letter Agreementregulations thereunder) or (iv) conflict with or result was provided reasonably in a breach advance of or constitute a default under any provision the date of Sponsor’s Governing Documentsentering into this Agreement. Sponsor further acknowledges delivery and receipt of CP’s Form ADV Part 2 in accordance with the Act and CP’s Privacy Policy Notice in accordance with the Xxxxx-Xxxxx-Xxxxxx Act of 1999, and further represents that it will undertake to review these disclosure documents which concern information concerning among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, fee structure, and potential conflicts of interest by CP. (q) Sponsor shall contact and advise IRON in the event that Sponsor has an and any reason to believe that a potential or actual legal action or claim may exist against IRON and/or any of its employees or agents arising out of or in connection with this Agreement; and (r) The foregoing acknowledgments, representations, warranties and agreements are continuing and are understood to be relied upon by IRON; and Sponsor shall promptly notify IRON in writing in the event that any of the foregoing acknowledgments, representations, warranties or agreements are, or are anticipated to be, no longer true.

Representations and Warranties of Sponsor. i. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company it is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreement: (a) Sponsor is a limited liability company duly formedorganized, validly existing and in good standing under the Laws in its place of the State of Delawareorganization, and is in good standing and duly qualified to do business in all locations where qualification is required for Sponsor to engage in its business. (b) ii. Sponsor has warrants that the requisite corporate power execution, delivery and authority to execute performance of this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement each Task Order has been duly validly authorized by all necessary corporate action on and this Agreement and each Task Order represents the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcyterms. The execution, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement delivery and performance of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of each Task Order will not violate any organizational document governing Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract agreement to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order law or applicable Law court or governmental order to which Sponsor is bound. iii. Sponsor further warrants that it shall comply with all Applicable laws in performing its obligations hereunder. iv. Sponsor represents and warrants that there is no litigation, regulatory investigation or proceeding, administrative hearing or any other similar proceeding pending or to the best of its properties knowledge threatened against Sponsor which could materially adversely affect Sponsor’s ability to perform under this Agreement or assets are subject or bound or (iv) result in any Task Order. v. SPONSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITATION ANY OF THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE REGARDING THE STUDY DRUG OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT AND WITHOUT ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE STUDY DRUG WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHT OF A THIRD PARTY. SPONSOR MAKES NO REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SAFETY OR EFFICACY OF THE STUDY DRUG OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. vi. Sponsor represents and warrants that, to its knowledge, it has and will have for the creation duration of any Lien upon Task Order(s) the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor financial resources that are necessary to perform, or otherwise comply with, any of meet its covenants, agreements or financial obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of under this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documentseach Task Order.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement. (d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares. (e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction Agreement. (g) None of the execution or delivery by Sponsor of this Agreement, the performance by Sponsor of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (h) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not not, and will not not, (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entityother person, (iii) result in the creation of any encumbrance on any Sponsor SPAC Founder Shares (other than under this Agreement, the Transaction Agreement, including the other Ancillary Agreements Business Combination Agreement and the Letter AgreementAncillary Agreements) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing Documents. (b) As of the date of this Agreement, Sponsor owns exclusively and has good and valid title to the Sponsor Founder Shares, free and clear of any Lien, proxy (and any proxies given prior to this Agreement in respect of the Sponsor Founder Shares that may still be in effect are not irrevocable and such proxies have been or are hereby revoked), option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities Laws, (iii) SPAC Governing Documents and (iv) the Letter Agreement, Sponsor has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver the Sponsor Founder Shares, and other than the Sponsor Founder Shares, Sponsor does not own, directly or indirectly, any other SPAC Shares. (c) Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Sponsor. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of Sponsor. (d) There are no Actions pending against Sponsor, or to the knowledge of Sponsor, threatened against Sponsor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (e) Except as described on Section 5.12 of the Business Combination Agreement, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement or any arrangements made by Sponsor, for which SPAC or any of its Affiliates may become liable. (f) Sponsor understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement in reliance upon Sponsor’s execution, delivery and performance of this Agreement.

Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreementfollows: (a) Sponsor is a limited liability company duly formed, validly existing solely responsible for determining whether or not to enter into any arrangement(s) in connection with the Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and in good standing under the Laws operation of the State Plan and for determining whether or not any such arrangement(s) are reasonable and appropriate with respect to compensation paid for and conflicts of Delaware.interest(s) arising in connection with the services and/or products provided, and Sponsor is not relying on any advice or recommendations by IRON in making such decisions except as provided in accordance with Section 1 above and Appendix B. (b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action is binding on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium does not violate any prior obligation or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)agreement. (c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under The individual signing this Agreement and any appendices thereto on behalf of a Plan Sponsor is a named fiduciary on the Letter AgreementPlan and is also authorized to sign on behalf of the Sponsor in its corporate capacity. (d) Except as contemplated by Sponsor shall be solely responsible for the Transaction Plan’s compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, ERISA and the Code, including Sponsor’s obligation to obtain and maintain for the period of this Agreement or a bond in the Governing Documents requisite amount and otherwise satisfying the applicable requirements of ERISA and fiduciary liability insurance sufficient to cover Sponsor’s liability obligations to IRON in the event of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor ’s breach of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Sharesits fiduciary obligations under ERISA. (e) There are no Proceedings in progress or pending before any Governmental Entity orSponsor warrants that it shall comply with all applicable federal and state privacy and information security laws governing the use, to the knowledge disclosure and safeguarding of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respectnonpublic personal information. (f) No consentSponsor represents that it shall be solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, approval, order or authorization ofinvestment purchases, or designationinvestment sales, declaration or filing with, any Person in determining whether the Plan is required on eligible to participate and whether it is in the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under this Agreement and the completion best interest of the transactions contemplated by this Agreement, other than those which are contemplated by the Transaction AgreementPlan to participate in such class action. (g) None Sponsor authorizes IRON to deliver documents and communicate with Plan and Plan Participants or beneficiaries through the use of electronic communication including electronic mail. IRON shall not be responsible for prospectus delivery and/or determining whether the execution or delivery by use of such electronic communication including electronic mail complies with the applicable requirements of ERISA and/or the Code. Sponsor shall be responsible for determining whether the use of this Agreement, such electronic communication including electronic mail complies with the performance by Sponsor applicable requirements of its obligations hereunder or ERISA and/or the consummation of the transactions contemplated hereby or pursuant to the Transaction Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the SPAC Sponsor Shares of Sponsor, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respectCode. (h) The executionindividual signing this Agreement and any appendices thereto on behalf of the Sponsor represents that he/she: (i) is independent of and unrelated to IRON or any of its affiliates; (ii) is the Named Fiduciary (as defined in ERISA Section 402(a)(2)) or an authorized delegate thereof with respect to the control or management of the assets of the Plan; (iii) has the power and authority to appoint investment advisers and investment managers under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties in accordance with the requirements of ERISA; and (iv) is authorized to sign on behalf of the Sponsor in its corporate capacity. (i) Sponsor agrees to promptly provide IRON with any amendments to the Plan’s governing documents that are reasonably expected to alter or affect IRON in the performance of Services under this Agreement in accordance with Section 10.5 hereunder. Sponsor will not provide IRON with any information that is misleading or incomplete and IRON may rely upon this representation if it disseminates such information on behalf of the Sponsor to any third parties. If IRON determines that it is unable to provide any or all of the Services, delivery it shall terminate this Agreement pursuant to Section 9 of this Agreement. (j) Sponsor acknowledges that before this Agreement was entered into, IRON provided to Sponsor information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage IRON. All such information is included in this Agreement, in the Appendices hereto and IRON Financial’s Form ADV Part II which is hereby made part of this Agreement. Sponsor has reviewed and considered the contents of the Agreement and has determined the Services to be rendered hereunder: (i) to be necessary for the operation of the Plan; and (ii) to be reasonable and appropriate based upon the compensation to be paid for the Services. (k) Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance by does not necessarily guarantee any level of future investment performance. (l) The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets. (m) Sponsor shall cooperate fully with IRON in IRON’s provision of Services hereunder. In furtherance of the foregoing, Sponsor shall authorize the Record-keeper to provide IRON such information or data regarding the Plan and the Plan’s assets (and earnings or losses thereon) that IRON reasonably requests in connection with the Services provided under this Agreement. Sponsor shall communicate any changes with respect to its contact information referenced in Section 10.5 of this Agreement and to the consummation by Record-keeper as well as IRON. (n) The Plan does not offer nor does Sponsor intend to offer any “employer security” or “qualifying employer security” as such terms are defined in Section 407(d) of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Sponsor SPAC Shares (other than ERISA as investment options under this Agreement, the Transaction Agreement, including the other Ancillary Agreements and the Letter Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Governing DocumentsPlan.