AGREEMENT AND PLAN OF MERGER by and among BENESSERE CAPITAL ACQUISITION CORP., as the Purchaser, BCAC HOLDINGS INC., as Pubco, BCAC PURCHASER MERGER SUB INC., as Purchaser Merger Sub, BCAC COMPANY MERGER SUB LLC, as Company Merger Sub, BCAC PURCHASER...Agreement and Plan of Merger • November 30th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 23, 2021, by and among (i) Benessere Capital Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) BCAC Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), (v) BCAC Purchaser Rep LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the equity holders of Pubco (other than the Company Security Holders (as defined below) and their
VOTING AGREEMENTVoting Agreement • November 30th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 23, 2021 by and among (i) Benessere Capital Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) eCombustible Energy LLC, a Delaware limited liability company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 30th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Support Agreement”) is dated as of November 23, 2021, by and among ARC Global Investments LLC, a Delaware limited liability company (“Sponsor”), Benessere Capital Acquisition Corp., a Delaware corporation (“Purchaser”), BCAC Holdings Inc., a Delaware corporation (“Pubco”), and eCombustible Energy LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
