SECOND AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 13th, 2022 • G Squared Ascend I Inc. • Blank checks • New York
This Second Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of June 8, 2022, 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).
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 13th, 2022 • G Squared Ascend I Inc. • Blank checks
This AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of June 8, 2022, 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)) (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”. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
