Common use of Resale of Shares Clause in Contracts

Resale of Shares. (a) Investor acknowledges, and the Broker agrees, that the Broker has been engaged by Investor to (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the “Resale Period”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the Company. At its sole discretion, Pubco may reduce the Resale Period by up to thirty (30) days; provided, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effective, and (ii) Pubco may not reduce the Resale Period under this Agreement unless it also reduces the Resale Period for all of the Other Guaranteed Investors. (b) Investor hereby acknowledges and agrees that pursuant to this Agreement, it is giving standing instructions to the Broker during the Resale Period to sell its Securities on its behalf in accordance with the terms and conditions set forth in this Agreement and on Exhibit C hereto (the “Sale Conditions”). The Broker hereby acknowledges and agrees that pursuant to the standing instructions from Investor, it shall sell the Securities on behalf of Investor in accordance with the terms and conditions set forth in this Agreement and the Sales Conditions and in compliance with the Securities Act and applicable state securities laws. For the avoidance of doubt, during the Resale Period, without the prior written consent of Pubco, Investor may not sell any Securities except through the Broker in accordance with the Sale Conditions. (c) Investor shall provide a written report to Pubco, no less than weekly, with the total number of Backstop Shares and Additional Shares it has sold through the Broker, and the net proceeds (net of broker’s commissions) from such sales (“Net Proceeds”), and shall provide a final written report with respect to such matters on at the close of trading on the last day of the Resale Period (or on the next Business Day if such date is not a Business Day), in each case, along with reasonable backup documentation provided by the Broker for such sales and other backup documentation reasonably requested by Pubco. In the event that at the end of the Resale Period the Broker has not been able to sell all of the Securities in the open market in accordance with this Agreement, Pubco shall purchase any remaining unsold Securities from the Broker on behalf of Investor at a price per share equal to the VWAP (as defined in the Business Combination Agreement) of the Pubco Ordinary Shares over the ten (10) Trading Days ending on the close of business on the principal securities exchange or securities market on which the Pubco Ordinary Shares are then traded as of the last day of the Resale Period (as equitably adjusted for share splits or dividends, combinations, recapitalizations and the like during such ten Trading Day period); provided, that in no event shall Pubco be obligated to purchase any remaining unsold Securities from the Broker to the extent that the Net Proceeds from any such sale would be in excess of the Guaranteed Amount with respect to such Securities. For purposes of this Agreement, (i) a “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (ii) a “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. Investor acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including Pubco’s securities, and further acknowledges in the event that Pubco is required or permitted to repurchase its securities pursuant to this Section 6(c) or Exhibit C, Investor understands and acknowledges that Pubco may have material non-public information of or regarding Pubco or its securities (“Non-Public Information”), which Non-Public Information may be material to a reasonable investor when making an investment decision. Investor hereby waives any claim, or potential claim, it has or may have against Pubco or Pubco’s Representatives relating to Pubco’s possession of Non-Public Information in connection with Pubco’s purchase of any Pubco securities from Investor pursuant to this Section 6(c) or Exhibit C.

Resale of Shares. (a) Investor acknowledges, and the Broker agrees, acknowledges that the Broker has been engaged by Investor to (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the “Resale Period”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the CompanyCompany (not to be unreasonably withheld, delayed or conditioned, and in any event only with the appointment of a replacement broker that is reasonably acceptable to Pubco and the Company to act as “Broker” on behalf of Investor hereunder). At its sole discretion, Pubco may reduce the Resale Period by up to thirty (30) days; provided, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effective, and (ii) Pubco may not reduce the Resale Period under this Agreement for any Other Guaranteed Investor unless it also reduces the Resale Period for all of the Other Guaranteed Investorsunder this Agreement. (b) Investor hereby acknowledges and agrees that pursuant to this Agreement, it is giving standing instructions to the Broker during the Resale Period to sell its Securities on its behalf in accordance with the terms and conditions set forth in this Agreement and on Exhibit C hereto (the “Sale Conditions”). The Broker hereby acknowledges and agrees that pursuant to the standing instructions from Investor, it shall sell the Securities on behalf of Investor in accordance with the terms and conditions set forth in this Agreement and the Sales Conditions and in compliance with the Securities Act and applicable state securities laws. For the avoidance of doubt, during the Resale Period, without the prior written consent of Pubco, Investor may not sell any Securities except through the Broker in accordance with the Sale Conditions. (c) Investor shall provide a written report to Pubco, no less than weekly, with the total number of Backstop Shares and Additional Shares it has sold through the Broker, and the net proceeds (net of broker’s commissions) from such sales (“Net Proceeds”), and shall provide a final written report with respect to such matters on at the close of trading on the last day of the Resale Period (or on the next Business Day if such date is not a Business Day), in each case, along with reasonable backup documentation provided by the Broker for such sales and other backup documentation reasonably requested by Pubco. In the event that at the end of the Resale Period the Broker has not been able to sell all of the Securities in the open market in accordance with this Agreement, Pubco shall purchase any remaining unsold Securities from the Broker on behalf of Investor at a price per share equal to the VWAP (as defined in the Business Combination Agreement) of the Pubco Ordinary Shares over the ten (10) Trading Days ending on the close of business on the principal securities exchange or securities market on which the Pubco Ordinary Shares are then traded as of the last day of the Resale Period (as equitably adjusted for share splits or dividends, combinations, recapitalizations and the like during such ten Trading Day period); provided, that in no event shall Pubco be obligated to purchase any remaining unsold Securities from the Broker to the extent that the Net Proceeds from any such sale would be in excess of the Guaranteed Amount with respect to such Securities. For purposes of this Agreement, (i) a “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (ii) a “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. Any funds held of the account of Investor in the Broker Account after the sale of Securities may be removed from the Broker Account at any time during or after the Resale Period. Investor acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including Pubco’s securities, and further acknowledges in the event that Pubco is required or permitted to repurchase its securities pursuant to this Section 6(c) or Exhibit C, Investor understands and acknowledges that Pubco may have material non-public information of or regarding Pubco or its securities (“Non-Public Information”), which Non-Public Information may be material to a reasonable investor when making an investment decision. Investor hereby waives any claim, or potential claim, it has or may have against Pubco or Pubco’s Representatives relating to Pubco’s possession of Non-Public Information in connection with Pubco’s purchase of any Pubco securities from Investor pursuant to this Section 6(c) or Exhibit C.

Resale of Shares. (a) Investor acknowledges, and the Broker agrees, that the Broker has been engaged by Investor to (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the “Resale Period”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the Company. At its sole discretion, Pubco may reduce the Resale Period by up to thirty (30) days; provided, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effective, and (ii) Pubco may not reduce the Resale Period under this Agreement unless it also reduces the Resale Period for all of the Other Guaranteed Investors. (b) Investor hereby acknowledges Such Seller understands and agrees that it may not sell or otherwise transfer any Parent Shares issued as Stock Consideration, except pursuant to this Agreementan effective registration under the 1933 Act, it is giving standing instructions to or in a transaction which qualifies as an exempt transaction under the Broker during 1933 Act and the Resale Period to sell its Securities on its behalf rules and regulations promulgated thereunder and in accordance with the terms and conditions restrictions set forth in this Agreement and on Exhibit C hereto (the “Sale Conditions”). The Broker hereby acknowledges and agrees that pursuant to the standing instructions from Investor, it shall sell the Securities on behalf of Investor in accordance with the terms and conditions set forth in this Agreement and the Sales Conditions and in compliance with the Securities Act and applicable state securities laws. For the avoidance of doubt, during the Resale Period, without the prior written consent of Pubco, Investor may not sell any Securities except through the Broker in accordance with the Sale ConditionsAgreement. (cii) Investor Such Seller acknowledges that each certificate or instrument evidencing the Parent Shares shall provide a written report to Pubcoinitially bear substantially the following restrictive legend, no less than weeklyeither as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, with the total number of Backstop Shares and Additional Shares it has sold through the Broker, and the net proceeds AS AMENDED (net of broker’s commissions) from such sales (THE “Net ProceedsACT”), and shall provide a final written report with respect to such matters on at the close of trading on the last day of the Resale Period (or on the next Business Day if such date is not a Business Day)AND MAY NOT BE OFFERED, in each caseSOLD OR OTHERWISE TRANSFERRED, along with reasonable backup documentation provided by the Broker for such sales and other backup documentation reasonably requested by PubcoPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. In the event that at the end of the Resale Period the Broker has not been able to sell all of the Securities in the open market in accordance with this AgreementTHE SHARES REPRESENTED HEREBY ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE ACT. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, Pubco shall purchase any remaining unsold Securities from the Broker on behalf of Investor at a price per share equal to the VWAP (as defined in the Business Combination Agreement) of the Pubco Ordinary Shares over the ten (10) Trading Days ending on the close of business on the principal securities exchange or securities market on which the Pubco Ordinary Shares are then traded as of the last day of the Resale Period (as equitably adjusted for share splits or dividendsOR IN CONNECTION WITH, combinations, recapitalizations and the like during such ten Trading Day period); provided, that in no event shall Pubco be obligated to purchase any remaining unsold Securities from the Broker to the extent that the Net Proceeds from any such sale would be in excess of the Guaranteed Amount with respect to such SecuritiesTHE SALE OR DISPOSITION THEREOF. For purposes of this Agreement, (i) a “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (ii) a “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. Investor acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including Pubco’s securities, and further acknowledges in the event that Pubco is required or permitted to repurchase its securities pursuant to this Section 6(c) or Exhibit C, Investor understands and acknowledges that Pubco may have material non-public information of or regarding Pubco or its securities (“Non-Public InformationNO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.”), which Non-Public Information may be material to a reasonable investor when making an investment decision. Investor hereby waives any claim, or potential claim, it has or may have against Pubco or Pubco’s Representatives relating to Pubco’s possession of Non-Public Information in connection with Pubco’s purchase of any Pubco securities from Investor pursuant to this Section 6(c) or Exhibit C.

Resale of Shares. For a period of twelve (12) months upon the receipt of the Shares (the “Lock-Up Period”), the Seller shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Shares. Upon the expiration of the Lock- Up Period, the Seller may sell the Shares only in accordance with 1.02 of this Agreement. The Sellers are prohibited from transferring the shares at any time to a third party unless written consent is obtained from the Buyer. The Sellers hereby agree with the Buyer as follows: (a) Investor acknowledgesThe certificates evidencing the Shares issued to the Sellers, and each certificate issued in transfer thereof, will bear the Broker agreesfollowing or similar legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the Broker has been engaged by Investor to AS AMENDED (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the THE “Resale PeriodSECURITIES ACT”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the Company. At its sole discretionOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, Pubco may reduce the Resale Period by up to thirty SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (301) days; providedPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effectiveIN WHICH CASE THE HOLDER MUST, and (ii) Pubco may not reduce the Resale Period under this Agreement unless it also reduces the Resale Period for all of the Other Guaranteed InvestorsPRIOR TO SUCH TRANSFER, FURNISH TO THE SELLER AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE SELLER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (b) Investor hereby acknowledges and agrees that pursuant to this Agreement, it is giving standing instructions Subject to the Broker during the Resale Period to sell its Securities on its behalf in accordance with the terms and conditions set forth in this Agreement and on Exhibit C hereto (the “Sale Conditions”). The Broker hereby acknowledges and agrees that pursuant to the standing instructions from Investor, it shall sell the Securities on behalf of Investor in accordance with the terms and conditions set forth in this Agreement and the Sales Conditions and in compliance with the Securities Act and applicable state securities laws. For the avoidance of doubt, during the Resale Period, without the prior written consent of Pubco, Investor may not sell any Securities except through the Broker in accordance with the Sale Conditions. (c) Investor shall provide a written report to Pubco, no less than weekly, with the total number of Backstop Shares and Additional Shares it has sold through the Broker, and the net proceeds (net of broker’s commissions) from such sales (“Net Proceeds”), and shall provide a final written report with respect to such matters on at the close of trading on the last day provisions of the Resale Period (or on the next Business Day if such date is not a Business Day), in each case, along with reasonable backup documentation provided by the Broker for such sales and other backup documentation reasonably requested by Pubco. In the event that at the end of the Resale Period the Broker has not been able to sell all of the Securities in the open market in accordance with this Lock-Up Agreement, Pubco shall purchase any remaining unsold Securities from the Broker on behalf of Investor at a price per share equal to the VWAP (as defined in the Business Combination Agreement) of the Pubco Ordinary Shares over the ten (10) Trading Days ending on the close of business on the principal securities exchange or securities market on which the Pubco Ordinary Shares are then traded as of the last day of the Resale Period (as equitably adjusted for share splits or dividends, combinations, recapitalizations and the like during such ten Trading Day period); provided, that in no event shall Pubco be obligated to purchase any remaining unsold Securities from the Broker to the extent that the Net Proceeds from any such sale would be in excess of the Guaranteed Amount with respect to such Securities. For purposes of this Agreement, (i) a “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (ii) a “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which first anniversary of the Common Stock is then listed orClosing, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for tradingBuyer shall cause Seller to be issued substitute stock certificates removing such restrictive legends. Investor acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including Pubco’s securities, and further acknowledges in the event that Pubco is required or permitted to repurchase its securities pursuant to this Section 6(c) or Exhibit C, Investor understands and acknowledges that Pubco may have material non-public information of or regarding Pubco or its securities (“Non-Public Information”), which Non-Public Information may be material to a reasonable investor when making an investment decision. Investor hereby waives any claim, or potential claim, it has or may have against Pubco or Pubco’s Representatives relating to Pubco’s possession of Non-Public Information in connection with Pubco’s purchase of any Pubco securities from Investor pursuant to this Section 6(c) or Exhibit C.ARTICLES VI Tax Matters

Resale of Shares. (a) Investor acknowledges, and the Broker agrees, that the Broker has been engaged by Investor to (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the “Resale Period”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the Company. At its sole discretion, Pubco may reduce the Resale Period by up to thirty (30) days; provided, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effective, and (ii) Pubco may not reduce the Resale Period under this Agreement unless it also reduces the Resale Period for all of the Other Guaranteed Investors. (b) Investor hereby acknowledges Each Family Shareholder understands and agrees that it may not sell or otherwise transfer any shares of Parent Common Stock constituting the Stock Consideration, except pursuant to this Agreementan effective registration under the 1933 Act, it is giving standing instructions to or in a transaction which qualifies as an exempt transaction under the Broker during 1933 Act and the Resale Period to sell its Securities on its behalf rules and regulations promulgated thereunder and in accordance with the terms and conditions set forth in this Agreement and on Exhibit C hereto (the “Sale Conditions”). The Broker hereby acknowledges and agrees that pursuant to the standing instructions from Investor, it shall sell the Securities on behalf of Investor in accordance with the terms and conditions restrictions set forth in this Agreement and the Sales Conditions and in compliance with the Securities Act and applicable state securities laws. For the avoidance of doubt, during the Resale Period, without the prior written consent of Pubco, Investor may not sell any Securities except through the Broker in accordance with the Sale ConditionsStockholders Agreement. (cb) Investor Each Family Shareholder acknowledges that each certificate or instrument evidencing the shares of Parent Common Stock constituting the Stock Consideration shall provide initially bear substantially the following restrictive legend, either as an endorsement, on the face thereof or a written report to Pubco, no less than weekly, with the total number of Backstop Shares and Additional Shares it has sold through the Broker, and the net proceeds (net of broker’s commissions) from such sales (“Net Proceeds”), and shall provide a final written report comparable notation or other arrangement with respect to such matters on at the close of trading on the last day of the Resale Period any uncertificated shares: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 9, 2018, BY AND AMONG BRISTO GROUP INC. AND CERTAIN OTHER PARTIES THERETO (or on the next Business Day if such date is not a Business DayA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF XXXXXXX GROUP INC.) AND THE STOCKHOLDERS AGREEMENT BY AND AMONG XXXXXXX GROUP INC. AND CERTAIN OTHER PARTIES THERETO, DATED AS OF NOVEMBER 9, 2018 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF XXXXXXX GROUP INC.), in each case, along with reasonable backup documentation provided by the Broker for such sales and other backup documentation reasonably requested by Pubco. In the event that at the end of the Resale Period the Broker has not been able to sell all of the Securities in the open market in accordance with this Agreement, Pubco shall purchase any remaining unsold Securities from the Broker on behalf of Investor at a price per share equal to the VWAP (as defined in the Business Combination Agreement) of the Pubco Ordinary Shares over the ten (10) Trading Days ending on the close of business on the principal securities exchange or securities market on which the Pubco Ordinary Shares are then traded as of the last day of the Resale Period (as equitably adjusted for share splits or dividends, combinations, recapitalizations and the like during such ten Trading Day period); provided, that in no event shall Pubco be obligated to purchase any remaining unsold Securities from the Broker to the extent that the Net Proceeds from any such sale would be in excess of the Guaranteed Amount with respect to such Securities. For purposes of this Agreement, (i) a “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (ii) a “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. Investor acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including Pubco’s securities, and further acknowledges in the event that Pubco is required or permitted to repurchase its securities pursuant to this Section 6(c) or Exhibit C, Investor understands and acknowledges that Pubco may have material non-public information of or regarding Pubco or its securities (“Non-Public Information.”), which Non-Public Information may be material to a reasonable investor when making an investment decision. Investor hereby waives any claim, or potential claim, it has or may have against Pubco or Pubco’s Representatives relating to Pubco’s possession of Non-Public Information in connection with Pubco’s purchase of any Pubco securities from Investor pursuant to this Section 6(c) or Exhibit C.

Resale of Shares. (a) Investor acknowledges, and the Broker agrees, that the Broker has been engaged by Investor to (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the “Resale Period”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the Company. At its sole discretion, Pubco may reduce the Resale Period by up to thirty (30) days; provided, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effective, and (ii) Pubco may not reduce the Resale Period under this Agreement unless it also reduces the Resale Period for all of the Other Guaranteed Investors. (b) Investor hereby acknowledges The Seller understands and agrees that it may not sell or otherwise transfer any shares of Acquiror Common Stock, except pursuant to this Agreementan effective registration under the Securities Act, it is giving standing instructions to or in a transaction which qualifies as an exempt transaction under the Broker during Securities Act and the Resale Period to sell its Securities on its behalf rules and regulations promulgated thereunder and in accordance with the terms and conditions set forth in this Agreement and on Exhibit C hereto (the “Sale Conditions”). The Broker hereby acknowledges and agrees that pursuant to the standing instructions from Investor, it shall sell the Securities on behalf of Investor in accordance with the terms and conditions restrictions set forth in this Agreement and the Sales Conditions and in compliance with the Securities Act and applicable state securities laws. For the avoidance of doubt, during the Resale Period, without the prior written consent of Pubco, Investor may not sell any Securities except through the Broker in accordance with the Sale ConditionsCooperation Agreement. (cb) Investor The Seller acknowledges that each certificate or instrument evidencing the shares of Acquiror Common Stock constituting the Share Consideration or Conversion Shares shall provide initially bear substantially the following restrictive legend, either as an endorsement, on the face thereof or a written report to Pubco, no less than weekly, with the total number of Backstop Shares and Additional Shares it has sold through the Broker, and the net proceeds (net of broker’s commissions) from such sales (“Net Proceeds”), and shall provide a final written report comparable notation or other arrangement with respect to such matters on at the close of trading on the last day of the Resale Period any uncertificated shares: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A TRANSACTION AGREEMENT, DATED AS OF NOVEMBER 6, 2024, BY AND AMONG FREYR BATTERY, INC. AND CERTAIN OTHER PARTIES THERETO (or on the next Business Day if such date is not a Business DayA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF FREYR BATTERY, INC.) AND THE COOPERATION AGREEMENT BY AND AMONG FREYR BATTERY, INC. AND CERTAIN OTHER PARTIES THERETO, DATED AS OF THE CLOSING DATE (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF FREYR BATTERY, INC.), in each case, along with reasonable backup documentation provided by the Broker for such sales and other backup documentation reasonably requested by Pubco. In the event that at the end of the Resale Period the Broker has not been able to sell all of the Securities in the open market in accordance with this Agreement, Pubco shall purchase any remaining unsold Securities from the Broker on behalf of Investor at a price per share equal to the VWAP (as defined in the Business Combination Agreement) of the Pubco Ordinary Shares over the ten (10) Trading Days ending on the close of business on the principal securities exchange or securities market on which the Pubco Ordinary Shares are then traded as of the last day of the Resale Period (as equitably adjusted for share splits or dividends, combinations, recapitalizations and the like during such ten Trading Day period); provided, that in no event shall Pubco be obligated to purchase any remaining unsold Securities from the Broker to the extent that the Net Proceeds from any such sale would be in excess of the Guaranteed Amount with respect to such Securities. For purposes of this Agreement, (i) a “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (ii) a “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. Investor acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including Pubco’s securities, and further acknowledges in the event that Pubco is required or permitted to repurchase its securities pursuant to this Section 6(c) or Exhibit C, Investor understands and acknowledges that Pubco may have material non-public information of or regarding Pubco or its securities (“Non-Public Information.”), which Non-Public Information may be material to a reasonable investor when making an investment decision. Investor hereby waives any claim, or potential claim, it has or may have against Pubco or Pubco’s Representatives relating to Pubco’s possession of Non-Public Information in connection with Pubco’s purchase of any Pubco securities from Investor pursuant to this Section 6(c) or Exhibit C.