BUSINESS COMBINATION AGREEMENT by and among G SQUARED ASCEND I INC., HORIZON MERGER SUB INC., TRANSFIX, INC. and TRANSFIX HOLDINGS, INC Dated as of September 20, 2021Business Combination Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • Delaware
This Business Combination Agreement, dated as of September 20, 2021 (this “Agreement”), is entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successor, “SPAC”), Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct Subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”). SPAC, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT, dated as of September 20, 2021 (this “Agreement”), by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “SPAC”), Transfix, Inc., a Delaware corporation (the “Company”), Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the individuals whose names appear on the signature pages of this Agreement (each, an “Beneficial Owner” and, collectively, the “Beneficial Owners”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 20, 2021, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and New Enterprise Associates 15, L.P., a Delaware limited partnership the “Purchaser”). Capitalized terms not defined in this Agreement shall have the meaning giving such terms in the Business Combination Agreement (as defined below).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is made and entered into as of September 20, 2021, by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated by the Business Combination Agreement (as defined below)) (“SPAC”), Transfix, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each, a “Written Consent Party” and, collectively, the “Written Consent Parties”) of the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 21st, 2021 • G Squared Ascend I Inc. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of September 20, 2021, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Purchaser”). Capitalized terms not defined in this Agreement shall have the meaning giving such terms in the Business Combination Agreement (as defined below).
