MERGER AGREEMENT by and among MOTION ACQUISITION CORP., MOTION MERGER SUB CORP. and AMBULNZ, INC. Dated as of March 8, 2021Merger Agreement • March 9th, 2021 • Motion Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of March 8, 2021, by and among Motion Acquisition Corp., a Delaware corporation (“Parent”), Motion Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.” Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Appendix A of this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 9th, 2021 • Motion Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) between Motion Acquisition Corp., a Delaware corporation (including any successor thereto pursuant to the terms of the Transaction Agreement, “Motion”), and Ambulnz, Inc. a Delaware corporation (“Ambulnz”), pursuant to a business combination agreement (the “Transaction Agreement”) to be entered into among Ambulnz, Motion and Motion Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Motion, Motion is seeking commitments from interested investors to purchase shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Shares”), of Motion, for a purchase price of $10.00 per share (the “Price Per Share”). The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” Capitalized terms used but not otherwise defined herein shall have the meaning
LOCK-UP AGREEMENTLock-Up Agreement • March 9th, 2021 • Motion Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2021 by and among (i) Motion Acquisition Corp., a Delaware corporation (together with its successors, “Motion”), (ii) Ambulnz, Inc., a Delaware corporation (“Ambulnz”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
