AGREEMENT AND PLAN OF MERGER by and among FOREST ROAD ACQUISITION CORP. II, ARIEL MERGER SUB I, INC., ARIEL MERGER SUB II, LLC, and Hyperloop transportation technologies, inc. Dated as of November 21, 2022Merger Agreement • November 22nd, 2022 • Forest Road Acquisition Corp. II • Blank checks • Delaware
SPONSOR AGREEMENTSponsor Agreement • November 22nd, 2022 • Forest Road Acquisition Corp. II • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Sponsor, Acquiror and the Company shall be referred to herein from time to time each as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • November 22nd, 2022 • Forest Road Acquisition Corp. II • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), the Pre-Closing Holders set forth on Schedule I hereto (the “Required Stockholders”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Acquiror, the Required Stockholders and the Company shall be referred to herein from time to time each as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
