Exhibit 2.1

“CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED WITH [***] HAS BEEN EXCLUDED IN ACCORDANCE WITH REGULATION S-K ITEM 601(b)(2) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.”

BUSINESS COMBINATION AGREEMENT

dated as of

November 17, 2022

by and among

Goal Acquisitions Corp.,

DIGITAL VIRGO GROUP,

THE SHAREHOLDERS IDENTIFIED HEREIN

and

IODA S.A.,

in its capacity as the Seller Representative

TABLE OF CONTENTS

ANNEXES AND EXHIBITS

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (this “Agreement”), dated as of November 17, 2022, is made by and among Goal Acquisitions Corp., a Delaware corporation (“Purchaser”), Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered office is at 88 rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 914 138 615 R.C.S. Lyon (the “Company”), all shareholders of the Company (each a “Seller” and collectively “Sellers”), and IODA S.A., in its capacity as the “Seller Representative” (as defined herein). Purchaser, the Company, Sellers, and the Seller Representative are referred to herein collectively as the “Parties” and each a “Party”.

RECITALS

WHEREAS, Purchaser is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, as of the date hereof, Sellers own, beneficially and of record, 104,434,987 ordinary shares and one preferred share, which in the aggregate represent one hundred percent (100%) of the share capital of the Company (collectively, the “Purchased Shares”);

WHEREAS, Digital Virgo, a wholly-owned subsidiary of the Company, whose registered office is at 88 rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 821 560 455 R.C.S. Lyon (“Digital Virgo”), has issued stock options (options de souscription d’actions) (the “Stock Options”) under two plans dated October 17, 2019 (the “2019 Plans”) to the benefit of certain employees of the Company Entities (as defined below) (the “Stock Option Holders”). On the date hereof, there are 283,000 outstanding Stock Options under the first of the 2019 Plans, with an exercise price at €5.00, and 24,000 outstanding Stock Options under the second of the 2019 Plans, with an exercise price at €5.30. The shares of Digital Virgo to which the Stock Option Holders are entitled to subscribe are detailed in Section 1 of the Seller Disclosure Letter (the “Digital Virgo Subscribed Shares”);

WHEREAS, on June 15, 2022, each of the Stock Option Holders entered into a call option agreement (the “Call Option Agreements”) with the Company entitling the Company to acquire the Digital Virgo Subscribed Shares by December 31, 2022 at a price per share amounting to €11.45;

WHEREAS, upon the terms and subject to the conditions of this Agreement, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, the Purchased Shares (as defined below) in exchange for the consideration set forth in this Agreement (the “Share Sale”); it being understood that the acquisition by Purchaser of 100% of the fully diluted capital of the Company is an essential and determining condition for Purchaser to consent to and consummate the transactions contemplated therein;

WHEREAS, the board of directors of Purchaser (the “Purchaser Board”) has: (a) determined that it is in the best interests of Purchaser and the stockholders of Purchaser, and declared it advisable, to enter into this Agreement and the Transactions; and (b) approved this Agreement and the Transactions, including the Share Sale, in each case on the terms and subject to the conditions of this Agreement;

WHEREAS, in accordance with the terms hereof, Purchaser shall provide an opportunity to its stockholders to have their Public Shares redeemed on the terms and subject to the conditions set forth in the Prospectus and the Organizational Documents of Purchaser in conjunction with, inter alia, obtaining approval from its stockholders for the Transactions;

WHEREAS, concurrently with the execution and delivery of this Agreement, Goal Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain other stockholders of Purchaser, Purchaser and the Seller Representative have entered into that certain Sponsor Support Agreement in the form attached hereto as Exhibit A (the “Sponsor Support Agreement”), dated as of the date hereof, pursuant to which each of the Sponsor and stockholders of Purchaser listed thereto has agreed to, among other things, vote to adopt and approve this Agreement, the Ancillary Agreements and the Transactions;

WHEREAS, prior to the Closing, Purchaser shall, on the terms and subject to the conditions set forth herein, adopt (i) the Second Amended and Restated Certificate of Incorporation of Purchaser in the form attached hereto as Exhibit B (the “A&R Purchaser Charter”) and (ii) the Amended and Restated Bylaws of Purchaser in the form attached hereto as Exhibit C (the “A&R Purchaser Bylaws”);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Sponsor, the Seller Representative and Purchaser have entered into an Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Initial Shareholders and Purchaser have entered into an Initial Shareholders Forfeiture Agreement in the form attached hereto as Exhibit E (the “Initial Shareholders Forfeiture Agreement”);

WHEREAS, attached hereto as Annex A is a spreadsheet (the “Consideration Spreadsheet”), in the form delivered by the Seller Representative and approved by Purchaser, which sets forth (i) name of each Seller, (ii) the number of shares of the Company held by each Seller, (iii) the portion of the Closing Cash Consideration to be received by each Seller and the total amount of the Closing Cash Consideration to be received by the Sellers, (iv) the number and class of Closing Shares to be received by each Seller and the total number of each class of Closing Shares to be received by the Sellers, (v) the number of Seller Earnout Escrow Shares, which shall identify the class, to be received by each Seller and the total number of Seller Earnout Escrow Shares to be received by the Sellers, in each case, if the Share Price Earnout is met and (vi) the number of Seller Earnout Escrow Shares, which shall identify the class, to be received by each Seller and the total number of Seller Earnout Escrow Shares to be received by the Sellers, in each case, if the EBITDA Earnout is met (in each case, subject to update, to the extent necessary, pursuant to Section 2.10);

WHEREAS, after the execution and delivery of this Agreement, Purchaser may, subject to approval by the Seller Representative, obtain commitments from one or more investors (an “Investment”) pursuant to the terms of one or more agreements (each, a “Investment Agreement”);

WHEREAS, prior to the execution of this Agreement, Purchaser and its advisors were given access to a set of financial, accounting, legal, tax, social, and operational information relating to the Company Entities and their respective assets, through (i) a virtual “data room” hosted by Datasite (https://emea.datasite.com) from October 17, 2022 to November 10, 2022 (the “Data Room”). The exhaustive index of the Data Room appears in Appendix 1 of the Seller Disclosure Letter; the full contents of the Data Room appear on two (2) identical sets of coded USB keys, and each of Purchaser and the Seller Representative received one (1) of these USB keys on the date hereof; in this context, Purchaser had the opportunity (i) to conduct due diligence investigations regarding the Company Entities and their businesses, technology, operations, financial conditions and prospects, assets and liabilities, and (ii) to raise questions and investigate specific matters;

WHEREAS, prior to the execution of this Agreement, the Company’s works council (comité social et économique) has been duly informed and consulted in compliance with applicable French labor law; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used herein, the following terms shall have the following meanings:

“2019 Plans” has the meaning set forth in the recitals.

“A&R Purchaser Bylaws” has the meaning set forth in the recitals.

“A&R Purchaser Charter” has the meaning set forth in the recitals.

“Action” means any action, lawsuit, claim, suit, arbitration, litigation, inquiry, hearing, audit, charge, mediation, examination, judicial or legal proceeding or investigation, whether civil, criminal or administrative, at law or in equity, by or before any Governmental Authority or arbitrator.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that any Affiliate of BNP Paribas Développement S.A. shall be excluded from this definition. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Alternative CCOD” has the meaning set forth in Section 6.18.

“Ancillary Agreements” means all agreements, other than this Agreement, entered into in connection with the consummation of the Transactions, including the Sponsor Support Agreement, the A&R Purchaser Charter, the A&R Purchaser Bylaws, the Investor Rights Agreement, the Initial Shareholders Forfeiture Agreement, the Escrow Agreement and the documents and agreements entered into in connection therewith.

“Audited Financial Statements” has the meaning set forth in Section 4.05(a).

“Available Cash” means, as of the Closing after giving effect to (i) the Purchaser Share Redemption, (ii) the repayment by Purchaser of any Working Capital Loans and (iii) the Transactions, including the payment of the Closing Cash Consideration, but without giving effect to the payment by Purchaser of any Purchaser Transaction Expenses and Seller Transaction Expenses, the sum of (a) the Final Purchaser Trust Amount, plus (b) if applicable, any and all amounts that are delivered to Purchaser at or prior to the Closing pursuant to any Investments.

“Balance Sheet Date” has the meaning set forth in Section 4.05(a).

“Business Day” means any day other than a Saturday, Sunday or a day on which banks in New York, New York or Lyon, France are authorized or obligated by Law to close.

“Call Option Agreements” has the meaning set forth in the recitals.

“CBA” means any “convention collective”, “professionnelle” or “d’entreprise” in France or the equivalent of any of the foregoing in jurisdictions other than France, including, without limitation, any collective bargaining agreement or other Contract with any labor union, works council, labor organization, employee representative or association.

“Change in Recommendation” has the meaning set forth in Section 6.07(d).

“Claims” has the meaning set forth in Section 6.09.

“Closing” has the meaning set forth in Section 2.01.

“Closing Cash” means the aggregate cash balance of the Company Entities as of the Closing, including (x) all cash, commercial paper, certificates of deposit and other bank deposits, treasury bills, and all other cash equivalents in accounts of the Company Entities, (y) third party checks deposited or held in the Company Entities’ accounts that have not yet cleared, and (z) pending wire transfers that have not yet settled in the Company Entities’ accounts; provided, however, that Closing Cash shall be reduced by (i) the amount of all outstanding checks that are issued or outstanding at such time, (ii) pending wire transfers that have not yet cleared from the Company Entities’ accounts and (iii) customer deposits, restricted cash, deposits in escrow with third parties or cash securing letters of credit or other payment obligations. Closing Cash shall be expressed in U.S. dollars based on a Euro/USD exchange rate of one Euro (€1) for one U.S. dollar ($1).

“Closing Consideration” means the amount equal to (i) $513,000,000, plus (ii) Closing Cash, minus (iii) Closing Financial Indebtedness.

“Closing Date” has the meaning set forth in Section 2.01.

“Closing Financial Indebtedness” means the aggregate amount of Financial Indebtedness of the Company Entities outstanding as of immediately prior to the Closing. Closing Financial Indebtedness shall be expressed in U.S. dollars based on a Euro/USD exchange rate of one Euro (€1) for one U.S. dollar ($1).

“Closing Statement” has the meaning set forth in Section 2.03(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Closing Cash Consideration” means $125,000,000.

“Closing Share Consideration” means the amount equal to (i) Closing Consideration minus (ii) Closing Cash Consideration, subject to adjustment pursuant to Section 2.10; provided that this amount shall never be less than zero.

“Closing Shares” means an aggregate number of newly-issued shares, rounded up to the nearest whole number, of Purchaser Common Stock and Purchaser Class B Common Stock equal to the quotient of (a) the Closing Share Consideration, divided by (b) $10. For the avoidance of doubt, the Closing Shares will be issued out of authorized but unissued shares of Purchaser.

“Company” has the meaning set forth in the preamble.

“Company Acquisition Proposal” means: (a) any, direct or indirect, acquisition, merger, domestication, reorganization, business combination or similar transaction, in one transaction or a series of transactions, involving any Company Entity or involving all or a material portion of the assets, equity securities or businesses of any Company Entity (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise); or (b) any equity or similar investment in any Company Entity.

“Company Entities” means, collectively, the Company and its direct and indirect Subsidiaries.

“Company Indemnified Parties” has the meaning set forth in Section 6.12(a).

“Company IP Rights” means (a) all Intellectual Property Rights, other than Company-Owned IP Rights, for which any Company Entity holds or purports to hold, or has been granted, any licenses, immunities, or other rights, or which are used or held for use in, or necessary for, the operation of the businesses of the Company Entities as presently conducted; and (b) all Company-Owned IP Rights.

“Company Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, (a) has had or is reasonably expected to have a materially adverse effect on the business, assets, financial condition or results of operations of the Company Entities taken as a whole or (b) has or is reasonably expected to prevent, materially impair or materially delay the Sellers or the Company from consummating the Transactions (including the Share Sale); provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: any change, effect, event, occurrence, state of facts or development arising from or related to (i) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital markets, or in the industry in which the Company Entities operate, or in the price of any security or any market index or any change in prevailing interest rates or currency exchange rates; (ii) the taking of any action required by this Agreement, including any redemptions of Public Shares pursuant to the Purchaser Share Redemption; (iii) any change in applicable Laws or the interpretation thereof after the date hereof; (iv) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority; (v) any change in French GAAP after the date hereof; (vi) the commencement, continuation or escalation of a war, riots, material armed hostilities (including the conflict in Eastern Europe) or other material international or national calamity or act of terrorism; (vii) effects arising from or relating to any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event; (viii) changes in, or effects arising from or relating to, any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic), curfews or other restrictions that relate to, or arise out of, any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations thereof) or material worsening of such conditions threatened or existing as of the date of this Agreement; (ix) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of any Company Entity with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third-parties related thereto; (x) any matter disclosed in the Seller Disclosure Letter, (xi) any action taken by, or at the request of, or with the express consent of Purchaser and (xii) the failure of the Company Entities to meet or achieve the results set forth in any projection, budget, estimate, forecast or prediction; provided that, in the case of clauses (i), (iii), (iv), (v), (vi), (vii), and (viii) above, if such change, effect, event, occurrence, state of facts or development disproportionately affects the Company Entities as compared to other Persons or businesses that operate in the industry in which the Company Entities operate, then the extent of such disproportionate effect of such change, effect, event, occurrence, state of facts or development may be taken into account in determining whether a Company Material Adverse Effect has or will occur.

“Company-Owned IP Rights” means all Intellectual Property Rights owned by any Company Entity or represented by a Company Entity in a Contract as owned by a Company Entity.

“Company Systems” means all information technology and computer systems, electronic data processing, record keeping systems, communications systems, telecommunications systems, networking systems, account management systems, inventory management systems and other applications, Software, hardware and equipment (including all databases, firmware and related documentation) and information contained therein or transmitted thereby, including any outsourced systems and processes, in each case necessary for or otherwise used or held for use by or on behalf of the Company Entities.

“Consideration Spreadsheet” has the meaning set forth in the recitals.

“Contract” means any written or oral agreement, contract, indenture, lease, sublease, instrument, arrangement, license, sublicense, obligation or commitment, in each case, that is legally binding (and in each case, including any amendments and modifications thereto).

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks of COVID-19.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” social distancing, mask wearing, temperature taking, personal declaration, “purple badge standard,” shut down, closure, sequester or any other Law, decree, judgment, injunction or other Governmental Order, directive, guideline or recommendation by any Governmental Authority or industry group in connection with or in response to COVID-19 pandemic.

“D&O Indemnified Parties” has the meaning set forth in Section 6.12(a).

“Data Room” has the meaning set forth in the recitals.

“Digital Virgo” has the meaning set forth in the recitals.

“Digital Virgo Subscribed Shares” has the meaning set forth in the recitals.

“Disclosure Letters” means the Seller Disclosure Letter and Purchaser Disclosure Letter, collectively.

“Dispute” has the meaning set forth in Section 10.03(a).

“Earnout Objection Notice” has the meaning set forth in Section 2.08(a)(ii).

“Earnout Statement” has the meaning set forth in Section 2.08(a)(i).

“EBITDA” means, with respect to any period, the “Adjusted EBITDA” of the Company as currently calculated by the Company for its reporting requirements under its credit facility, dated as of June 15, 2022, by and among BNP Paribas, the Company and such other parties to the agreement as set forth therein.

“EBITDA Earnout” has the meaning set forth in Section 2.08(b)(ii).

“Electronic Money Institution Regulations” means the EU Directive 2009/110/CE and applicable Lithuanian and Spanish Laws.

“Electronic Money Institution Approvals” means the approvals of the Bank of Lithuania and the Bank of Spain under the Electronic Money Institution Regulations.

“Entity” means a Person that is not a natural Person.

“Environmental Laws” means any applicable Law in any relevant jurisdictions relating to pollution or protection of human health or the environment, including those imposing liability or establishing requirements for the use, storage, transport, handling, treatment, Release of, exposure to, and disposal of Hazardous Materials.

“Escrow Agent” has the meaning set forth in Section 2.04(b).

“Escrow Agreement” has the meaning set forth in Section 2.04(b).

“Excepted Liens” means those Liens set forth on Section 1.01(a) of the Seller Disclosure Letter.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Final Purchaser Trust Amount” has the meaning set forth in Section 2.03(b).

“Financial Indebtedness” means for the Company Entities (in all cases concerning financial Liabilities other than to another Company Entity): (a) outstanding amounts granted in respect of loans and overdrafts taken out with banks and other institutions; (b) outstanding amounts under a credit facility, other debt instrument (including under any credit line) or evidenced by bonds, notes, debentures or similar instruments; (c) accrued interest not yet due on loans and overdrafts; (d) debts relating to the acquisition of shares including earn-out debts; and (e) voted dividends payable to Affiliates; provided, however, that any outstanding undrawn facility or credit, repayable grants, deposits and guarantees received not yet repaid, interest rate hedging instruments and commissions and expenses related to the setting up of financial debt shall not constitute Financial Indebtedness.

“Financial Statements” has the meaning set forth in Section 4.05(a).

“French GAAP” means France generally accepted accounting principles and practices in effect from time to time for individual accounts of a société commerciale (commercial company).

“Governmental Authority” means any federal, national, supranational, foreign, state, provincial, local, county, municipal or other government, any governmental, regulatory or administrative authority, agency, department, bureau, board, commission or official or any quasi-governmental or private body, in each case whether U.S. or non-U.S., exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, or any court, tribunal, judicial or arbitral body or arbitrator (public or private), or any Self-Regulatory Organization (in each case to the extent that the rules, regulations or orders of such body or authority have the force of Law).

“Governmental Order” means any judgment, ruling, order, writ, injunction, award or decree of any Governmental Authority.

“Hazardous Materials” means: (a) those substances defined in or regulated as pollutants, contaminants, dangerous goods or hazardous or toxic substances, materials of concern or wastes under Laws relating to pollution or protection of human health or the environment; (b) petroleum and petroleum products, including crude oil and any fractions thereof; and (c) asbestos, polychlorinated biphenyls, radioactive materials and other chemicals or substances for which liability or standards of care are imposed by Laws relating to pollution or protection of human health or the environment.

“ICC” has the meaning set forth in Section 10.03(a).

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Income Tax” means any Tax based upon, measured by, or calculated with respect to (a) net income or profits or overall gross income or gross receipts (including any capital gains or alternative minimum Tax) or (b) multiple bases (including corporate franchise, doing business or occupation Tax) if one or more of the bases on which that Tax may be measured or calculated is described in clause (a) of this definition.

“Income Tax Return” means any Tax Return with respect to Income Taxes.

“Indebtedness” means, without duplication, the unsatisfied Liabilities of the Company Entities, whether contingent or otherwise (including penalties, interest and premiums): (a) in respect of borrowed money, or with respect to advances of any kind under a credit facility or other debt instrument (including under any applicable credit line); (b) evidenced by bonds, notes, debentures or similar instruments, including such obligations incurred in connection with the acquisition of property, assets or businesses; (c) any obligations for the deferred purchase price of property or services, including all earn-out or other similar contingent payment obligations; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (e) all indebtedness secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of the property subject to such mortgage or Lien; (f) amounts drawn on letters of credit, bankers’ acceptances or similar facilities; (g) any amounts in respect of unfunded or underfunded liabilities or obligations under pension or retirement (whether defined benefit or defined contribution), superannuation, gratuity, or similar pension-like policies, plans, programs, agreements or arrangements, severance or similar termination liabilities or obligations, deferred compensation, post-termination or retiree health and/or welfare benefit liabilities or obligations, accrued paid time off, or accrued bonuses or other incentive payments, in each case, whether pursuant to a written agreement or otherwise owed, plus the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing payments; (h) payables owing to Affiliates (other than to another Company Entity); (i) any change-in-control payments, transaction bonuses, retention payments, single-trigger severance or similar compensatory payments payable to any Person by any Company Entity that are triggered in connection with the consummation of the Transactions (whether prior to, upon or after such consummation, and whether or not in connection with another event but excluding in all cases any “double trigger” payments that become payable as a result of any action or omission by Purchaser or its applicable Affiliate upon or following such consummation) and the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing payments; and (j) guarantees of the liabilities described in clauses (a) through (i) above of any other Person; provided, however, that each of (i) trade accounts payable and other operating liabilities in the Ordinary Course of Business (for the avoidance of doubt, not including Taxes), (ii) any outstanding surety or performance bonds (to the extent undrawn) or letters of credit (to the extent undrawn), and (iii) any liabilities or obligations owed by any Company Entity to another Company Entity, shall not constitute Indebtedness.

“Initial Shareholders” means the Sponsor.

“Initial Shareholders Earnout Escrow Account” has the meaning set forth in Section 2.04(b)(ii).

“Initial Shareholders Earnout Escrow Shares” means 1,293,750 shares of Purchaser Common Stock.

“Initial Shareholders Forfeiture Agreement” has the meaning set forth in the recitals.

“Insider Letter Agreement” means that certain letter agreement, dated February 10, 2021, by and among the Sponsor, Harvey Schiller, William Duffy, David Falk, Donna Orender, Kenneth Shropshire, Alex Greystoke, Amber Allen, Martin Gruschka, Danielle Cantor Jeweler, Raghu Kilambi, Garret Klugh, Jon Miller, Bart Oates, Doug Perlman, Marc Wade and Purchaser.

“Insurance Policies” has the meaning set forth in Section 4.14.

“Intellectual Property Rights” shall mean any and all common law or statutory or other rights, registered or not, anywhere in the world arising under or associated with: (a) patents, patent applications, statutory invention registrations, registered designs, and similar or equivalent rights in inventions and designs, and all rights therein provided by international treaties and conventions together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions, re-issues, and reexaminations thereof (collectively, “Patents”); (b) trademarks, service marks, trade dress, “dessins et modèles”, trade names, logos, designs, slogans, taglines, brands, product names, and other designations of origin, source or quality, registrations and applications for any of the foregoing, and all goodwill associated with any of the foregoing (collectively, “Marks”); (c) domain names, uniform resource locators, Internet Protocol addresses, social media handles, and other names, identifiers, and locators associated with Internet addresses, sites, and services; (d) copyrights, copyrightable works, and equivalent rights of author, in any published or unpublished works of authorship (including Software as a work of authorship), and registrations and applications therefor, any derivative work (“oeuvre dérivée”) and all renewals, extensions, restorations and reversions thereof (“Copyrights”); (e) trade secrets and industrial secret rights, and rights in know-how, data, and other confidential or proprietary information (whether business or technical or otherwise) (collectively, “Trade Secrets”); and (f) other intellectual property, industrial property and proprietary rights anywhere in the world, such as sui generis database rights.

“Interim Financial Statements” has the meaning set forth in Section 4.05(a).

“Interim Period” has the meaning set forth in Section 6.01.

“Intervening Event” has the meaning set forth in Section 6.07(d).

“Intervening Event Notice Period” has the meaning set forth in Section 6.07(d).

“Investment” has the meaning set forth in the recitals.

“Investment Agreement” has the meaning set forth in the recitals.

“Investor Rights Agreement” has the meaning set forth in the recitals.

“IPO” has the meaning set forth in Section 6.09.

“IRS” means the Internal Revenue Service of the United States of America.

“Jones CCOD” has the meaning set forth in Section 7.02(f).

“Law” means any law (statutory, common or otherwise), statute, ordinance, regulation, rule, code, treaty, directive, executive order, injunction, judgment, decree or other order of a Governmental Authority.

“Liability” means any liability or obligation (whether known or unknown, absolute or contingent, whether liquidated or unliquidated and whether due or to become due).

“Liens” means liens, licenses, covenants not to sue, options, transfer restrictions, mortgages, security interests, adverse ownership interests, pledges, charges or other encumbrances.

“Leased Real Property” has the meaning set forth in Section 4.08(b).

“Leases” means all leases, subleases, licenses, concessions and other binding agreements (written or oral) pursuant to which any Company Entity holds any Leased Real Property, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto and the right to all security deposits and other amounts and instruments deposited by or on behalf of any Company Entity thereunder.

“Look-back Date” means January 1, 2019.

“Maximum Annual Premium” has the meaning set forth in Section 6.12(b).

“Most Recent Balance Sheet Date” has the meaning set forth in Section 4.05(a).

“NASDAQ” means the Nasdaq Capital Market.

“Ordinary Course of Business” means, with respect to any Person, actions that are taken in the ordinary course and materially consistent with the past practices and normal day-to-day operations of such Person.

“Organizational Documents” means, with respect to a Person that is not an individual, its articles of incorporation, constitution, certificate of incorporation, certificate of formation, bylaws, memorandum and/or articles of incorporation, operating agreement, certificate of limited partnership, partnership agreement and/or similar governing agreements or documents, instruments or certificates executed, adopted or filed in connection with the creation, formation, incorporation or organization of such Person, including any amendments thereto.

“Party” has the meaning set forth in the preamble.

“PCAOB” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“PCAOB Audited Financial Statements” means the Company Entities’ audited combined balance sheet as of December 31, 2020 and December 31, 2021 and statements of income, changes in shareholder equity and cash flows for the twelve (12)-month periods then ended, each audited in accordance with US GAAP and PCAOB auditing standards by a PCAOB qualified auditor.

“Peltier & Winston Privileged Communications” has the meaning set forth in Section 10.16(a).

“Permits” means any franchise, license, permit, consent and order of any Governmental Authority necessary for any Company Entity to own, lease and operate its properties or to carry on its business.

“Permitted Liens” means (a) Liens for Taxes that are not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings and in each case that are sufficiently reserved for on the Financial Statements in accordance with IFRS or French GAAP, as applicable; (b) statutory and contractual Liens arising or incurred in the Ordinary Course of Business with respect to Leased Real Property for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with IFRS or French GAAP, as applicable; (c) zoning, building, or other restrictions, variances, and other land use Laws regulating the use or occupancy of such Leased Real Property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such Leased Real Property which are not violated by the current use or occupancy of such Leased Real Property or the operation of the business thereon; (d) covenants, rights of way, encumbrances, easements and other irregularities in title, none of which, individually or in the aggregate, interfere, or would interfere, in any material respect with the present use of or occupancy of the affected parcel in the operation of the business conducted thereon by the Company Entities; and (e) Liens incurred in connection with capital lease obligations of the Company Entities incurred in the Ordinary Course of Business.

“Person” means and includes an individual, a partnership (general or limited), a joint venture, a corporation, a company, a trust, an estate, a limited liability company, an association, a joint-stock company, an unincorporated organization or other entity and a Governmental Authority.

“Personal Data” shall have the meaning given to it in Article 4(1) of the General Data Protection Regulation (EU) 2016/679.

“Plan” means all employee benefit plans, arrangements, or programs including bargaining and/or any in-house agreements provided for the benefit of any employees, or under which any such employee participates, receives a benefit or is entitled to or accruing a future benefit as of the date hereof.

“Privacy Laws” means all applicable Laws concerning data protection and privacy which are from time to time applicable to the Company Entities, including the General Data Protection Regulation (EU) 2016/679 (GDPR) and all related national laws, regulations and secondary legislation, in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing.

“Proskauer Privileged Communications” has the meaning set forth in Section 10.16(b).

“Prospectus” means that certain final prospectus of Purchaser, dated February 10, 2021, and filed on February 11, 2021, prepared, filed and made available to the public in accordance with applicable federal securities Laws.

“Proxy Statement” has the meaning set forth in Section 6.07(a).

“Public Preferred Shares” means shares of Purchaser preferred stock that may be issued by Purchaser at Closing, which shares will be listed on the NASDAQ provided that applicable listing requirements are met and the terms of which are to be determined by Purchaser prior to the Closing, subject to approval by the Seller Representative.

“Public Shareholders” has the meaning set forth in Section 6.09.

“Public Shares” means the 25,875,000 shares of Purchaser Common Stock that comprise part of the Public Units, which are listed on the NASDAQ under the ticker symbol “PUCK”.

“Public Units” means the 25,875,000 Units issued and sold in the IPO, with each Public Unit consisting of one Public Share and one Public Warrant, which Public Units are listed on the NASDAQ under the ticker symbol “PUCKU”.

“Public Warrants” means the warrants to purchase up to 25,875,000 shares of Purchaser Common Stock at a price of $11.50 per share that comprise part of the Public Units, which are listed on the NASDAQ under the ticker symbol “PUCKW”.

“Purchased Shares” has the meaning set forth in the recitals.

“Purchaser” has the meaning set forth in the preamble.

“Purchaser Acquisition Proposal” means: (a) any, direct or indirect, acquisition, merger, domestication, reorganization, business combination, “initial business combination” under Purchaser’s initial IPO prospectus or similar transaction, in one transaction or a series of transactions, involving Purchaser or involving all or a material portion of the assets, equity securities or businesses of Purchaser (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise); or (b) any equity or similar investment in Purchaser or any of its controlled Affiliates, other than any Investments, the extent applicable.

“Purchaser Board” has the meaning set forth in the recitals.

“Purchaser Board Recommendation” has the meaning set forth in Section 6.07(d).

“Purchaser Class B Common Stock” means Class B common stock of Purchaser, par value $0.0001 per share, to be authorized under the A&R Purchaser Charter, which shall only be issued to IODA S.A. at the Closing.

“Purchaser Closing Statement” has the meaning set forth in Section 2.03(b).

“Purchaser Common Stock” means common stock of Purchaser, par value $0.0001 per share, which shall be renamed “Class A common stock” upon the filing of the A&R Purchaser Charter.

“Purchaser Disclosure Letter” means the disclosure schedules of Purchaser delivered concurrently with the execution of this Agreement.

“Purchaser Fundamental Representations” means Section 5.01 (Organization and Power), Section 5.03(a) and Section 5.03(d) (Authorization; No Breach; Valid and Binding Agreement), Section 5.05 (Purchaser Trust Account), Section 5.10 (Capitalization), and Section 5.17 (Brokerage).

“Purchaser Group” has the meaning set forth in Section 10.16(a).

“Purchaser Incentive Plan” means that certain equity incentive plan to be entered into at Closing by Purchaser, substantially in the form attached hereto as Exhibit F.

“Purchaser Indemnified Parties” has the meaning set forth in Section 6.12(a).

“Purchaser Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, (a) has had or is reasonably expected to have a materially adverse effect on the business, assets, financial condition or results of operations of Purchaser taken as a whole or (b) has or is reasonably expected to prevent, materially impair or materially delay Purchaser from consummating the Transactions (including the Share Sale); provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Purchaser Material Adverse Effect: any change, effect, event, occurrence, state of facts or development arising from or related to (i) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital markets, or in the industry in which Purchaser operates, or in the price of any security or any market index or any change in prevailing interest rates or currency exchange rates; (ii) the taking of any action required by this Agreement, including any redemptions of Public Shares pursuant to the Purchaser Share Redemption; (iii) any change in applicable Laws or the interpretation thereof after the date hereof; (iv) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority; (v) any change in US GAAP after the date hereof; (vi) the commencement, continuation or escalation of a war, riots, material armed hostilities (including the conflict in Eastern Europe) or other material international or national calamity or act of terrorism; (vii) effects arising from or relating to any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event; (viii) changes in, or effects arising from or relating to, any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic), curfews or other restrictions that relate to, or arise out of, any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations thereof) or material worsening of such conditions threatened or existing as of the date of this Agreement; (ix) the execution or public announcement of this Agreement or the pendency or consummation of the Transactions; (x) any action taken by, or at the request of, or with the express consent of Seller and (xi) the failure of Purchaser to meet or achieve the results set forth in any projection, budget, estimate, forecast or prediction; provided that, in the case of clauses (i), (iii), (iv), (v), (vi), (vii), and (viii) above, if such change, effect, event, occurrence, state of facts or development disproportionately affects Purchaser as compared to other special purpose acquisition companies and/or blank check companies, then the extent of such disproportionate effect of such change, effect, event, occurrence, state of facts or development may be taken into account in determining whether a Purchaser Material Adverse Effect has or will occur.

“Purchaser SEC Documents” has the meaning set forth in Section 5.14(a).

“Purchaser Share Redemption” means the election of an eligible holder of Purchaser Common Stock (as determined in accordance with the applicable Organizational Documents of Purchaser and the Purchaser Trust Agreement) to redeem all or a portion of such holder’s shares of Purchaser Common Stock in accordance with the applicable Organizational Documents of Purchaser and the Purchaser Trust Agreement.

“Purchaser Shareholder Approval” has the meaning set forth in Section 7.03(c).

“Purchaser Shareholder Proposals” means, collectively, the following proposals, or such other proposals as may be agreed upon between Purchaser and the Seller Representative, to be voted upon at the Purchaser Special Meeting: (a) the approval of the Transactions; (b) the approval, for purposes of complying with applicable listing rules of the NASDAQ, of the issuance of the shares of Purchaser Common Stock and Purchaser Class B Common Stock in connection with the consummation of the Transactions (including the Share Sale and any Investments, if applicable); (c) the amendment and restatement of the Organizational Documents of Purchaser as contemplated by this Agreement; (d) the adoption of the Purchaser Incentive Plan; (e) the appointment of new directors effective as of the Closing in accordance with the terms of this Agreement; and (f) the advisory charter proposals with respect to governance provisions.

“Purchaser Shareholders” means the Public Shareholders and all other holders of shares of Purchaser Common Stock.

“Purchaser Special Meeting” has the meaning set forth in Section 6.07(c).

“Purchaser Transaction Expenses” means, collectively, (a) the fees and expenses of Purchaser incident to the negotiation and preparation of this Agreement and the other Ancillary Agreements and the performance and compliance with all agreements and conditions contained herein to be performed or complied with, including the fees, commissions, expenses and disbursements of its counsels, accountants, placement and wall crossing agents, due diligence expenses, advisory and consulting fees, whether paid or unpaid prior to the Closing, (b) 50% of all filing fees incurred in connection with the filing required to be made under any Regulatory Approval necessary for the consummation of the Transactions and (c) the “tail” policy described in Section 6.12(b).

“Purchaser Trust Account” means that certain trust account of Purchaser with the Trustee, established under the Purchaser Trust Agreement.

“Purchaser Trust Agreement” means that certain Investment Management Trust Agreement, dated as of February 10, 2021, by and between Purchaser and the Trustee.

“Purchaser Trust Amount” means, as the date of determination, the aggregate amount of funds held in the Purchaser Trust Account.

“Purchaser’s Knowledge” or any similar phrase, with respect to Purchaser, means the actual knowledge following a reasonable inquiry with his direct reports directly responsible for the applicable subject matter of Harvey Schiller and William Duffy.

“Regulatory Approvals” means any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, including without limitation Electronic Money Institution Approvals; provided that in no event shall the term Regulatory Approvals include the filing of, or securing effectiveness of, the Proxy Statement.

“Release” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing of Hazardous Materials (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Materials) into the indoor or outdoor environment.

“Released Party” has the meaning set forth in Section 10.14.

“Representatives” means the officers, directors, managers, employees, independent contractors, attorneys, accountants, advisors, representatives, consultants and agents of a Person, excluding the directors of BNP Paribas Développement S.A.

“Reviewing Accountant” has the meaning set forth in Section 2.08(a)(ii).

“Sanctioned Country” means at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions Laws (at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means (i) any Person identified in any sanctions-related list of sanctioned Persons maintained by (a) the United States Department of the Treasury’s Office of Foreign Assets Control, or the United States Department of State; (b) Her Majesty’s Treasury of the United Kingdom; (c) any committee of the United Nations Security Council; or (d) the European Union or any European Union member state; (ii) any Person located, organized, or resident in, organized in, or a Governmental Authority or government instrumentality of, any Sanctioned Country; and (iii) any Person directly or indirectly owned fifty percent or more or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii), either individually or in the aggregate.

“Sanctions Laws” means those trade, economic and financial sanctions Laws and trade embargoes administered, enacted or enforced from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control and the United States Department of State), (ii) Her Majesty’s Treasury of the United Kingdom, (iii) the United Nations, or (iv) the European Union or any European Union member state.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Guidance” means (a) any publicly available written or oral interpretations, questions and answers, guidance and forms of the SEC, (b) any oral or written comments, requirements or requests of the SEC or its staff, (c) the Securities Act and the Exchange Act, and (d) any other rules, bulletins, releases, manuals and regulations of the SEC.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Self-Regulatory Organization” means any securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or organization applicable to a Party.

“Seller” or “Sellers” has the meaning set forth in the preamble.

“Seller Disclosure Letter” means the disclosure schedules of the Sellers delivered concurrently with the execution of this Agreement.

“Seller Earnout Escrow Account” has the meaning set forth in Section 2.04(b)(i).

“Seller Earnout Escrow Shares” means 5,000,000 shares of Purchaser Common Stock and Purchaser Class B Common Stock, as allocated on the Consideration Spreadsheet.

“Seller Fundamental Representations” means the representations and warranties of (i) all Sellers set forth in Section 3.01 (Organization and Corporate Power), Section 3.02(a) and Section 3.02(d) (Authorization; No Breach; Valid and Binding Agreement), Section 3.03 (Title to Shares) and Section 3.04 (Brokerage), and (ii) of certain Sellers and the Company set forth in Section 4.01 (Organization and Corporate Power), Section 4.03(a) and Section 4.03(d) (Authorization; No Breach; Valid and Binding Agreement), Section 4.04 (Capitalization) and Section 4.22 (Brokerage).

“Seller Group” has the meaning set forth in Section 10.16(a)

“Seller Representative” has the meaning set forth in Section 10.17(a).

“Seller Transaction Expenses” means, collectively, (a) the fees and expenses of the Sellers incident to the negotiation and preparation of this Agreement and the other Ancillary Agreements and the performance and compliance with all agreements and conditions contained herein to be performed or complied with, including the fees, expenses and disbursements of its counsels, accountants, due diligence expenses, advisory and consulting fees, in each case, that is unpaid prior to the Closing, and (b) 50% of all filing fees incurred in connection with the filing required to be made under any Regulatory Approval necessary for the consummation of the Transactions.

“Seller’s Knowledge” or any similar phrase, with respect to any Company Entity, means the actual knowledge following a reasonable inquiry with his direct reports directly responsible for the applicable subject matter of Eric Peyre, Guillaume Briche and Emmanuel Tongio.

“Service Provider” means any current or former officer, employee, individual independent contractor, consultant or other service provider (including any such Person providing services through a personal services entity), director or manager.

“Share Price” means the closing trading price of a share of Purchaser Common Stock on the NASDAQ or any other national securities exchange on which shares of Purchaser Common Stock are then listed, as applicable

“Share Price Earnout” has the meaning set forth in Section 2.08(b)(i).

“Share Sale” has the meaning set forth in the recitals.

“Software” means any and all computer programs (whether in source code, object code, human readable form or other form), algorithms, user interfaces, firmware, development tools, templates, menus, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing, together with all intellectual property, industrial property and proprietary rights in and to any of the foregoing.

“Sponsor” has the meaning set forth in the recitals.

“Sponsor Expense Advancement Agreement” means the certain Expense Advancement Agreement, dated as of November 4, 2021, by and among Purchaser and the Sponsor.

“Sponsor Support Agreement” has the meaning set forth in the recitals.

“Sponsor Units” means the 667,500 private placement units held by the Sponsor, which consists of 667,500 shares of Purchaser Common Stock and warrants to purchase 667,500 shares of Purchaser Common Stock at a price of $11.50 per share (“Sponsor Warrants”).

“Stock Option Holders” has the meaning set forth in the recitals.

“Stock Options” has the meaning set forth in the recitals.

“Subsidiary” means, with respect to any Person, any Entity which is controlled directly or indirectly by that Person from time to time within the meaning of article L. 233-3 of the French Code de commerce, and “control” for this purpose bears the meaning ascribed to such term by Article L. 233-3 I, 1° and 2° of the French Code de commerce.

“Tax” or “Taxes” means all taxes, levies, tariffs, duties and governmental charges of any kind, whether payable directly or by withholding, including, without limitation, income, property, production, escheat, unclaimed property, consumption, sales, customs, duties, stamp, inventory, windfall, ad valorem, registration, value added, alternative or add-on minimum, unemployment, disability, payroll, social charges and contributions or estimated tax, together with any interest, fines, penalties or additions to tax with respect thereto, imposed, assessed or collected by or due to any Governmental Authority.

“Tax Return” means any tax return, statement, form or report, information statement or other document (including any election, declaration, disclosure, claim for refund, estimate and information return and any other information) filed or required to be filed with a taxing authority in connection with any Tax, including any schedule or attachment thereto and any amendment thereof and any supplement thereto.

“Termination Date” has the meaning set forth in Section 8.03(b).

“Termination Fee” has the meaning set forth in Section 8.06(a).

“Threshold Amount” means $2,000,000.

“Top Customer” has the meaning set forth in Section 4.18.

“Top Supplier” has the meaning set forth in Section 4.18.

“Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements, including the Share Sale.

“Transfer Taxes” has the meaning set forth in Section 9.02.

“Trustee” means Continental Stock Transfer & Trust Company, a New York limited liability trust company.

“US GAAP” means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

“Working Capital Loans” means any loans incurred by Purchaser for its working capital needs, provided that the terms and conditions of such loans, including the form of consideration for repayment of such loans, shall be consistent with the terms of the Sponsor Expense Advancement Agreement.

Section 1.02 Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article”, “Section”, “Schedule”, “Exhibit” and “Annex” refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified, (v) the word “including” shall mean “including without limitation”, (vi) the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”, (vii) references to a Person are also to its permitted successors and assigns and (viii) the word “or” shall be disjunctive but not exclusive.

(b) Unless the context of this Agreement otherwise requires, references to Contracts and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(c) Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(e) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action required to be taken on or by a Business Day is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action shall be taken or given on or by the next Business Day.

(f) Unless the context of this Agreement otherwise requires, all accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS or French GAAP, as applicable.

(g) The phrases “delivered,” “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than one calendar day prior to the date of this Agreement to the party to which such information or material is to be provided or furnished (i) in the Data Room or (ii) by delivery to such party or its legal counsel via electronic mail or hard copy form.

(h) References to “$”, “US$” or “dollars” refer to lawful currency of the United States.

(i) Writing includes typewriting, printing, photography, email and other modes of representing or reproducing words in a legible and non-transitory form.

(j) Terms defined in this Agreement by reference to any other agreement, document or instrument have the meanings assigned to them in such agreement, document or instrument whether or not such agreement, document or instrument is then in effect.

(k) Titles and headings to Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(l) If a French term has been added in parenthesis after an English term, the French term shall prevail for the interpretation of the relevant English term.

(m) The Disclosure Letters, Exhibits and Annexes referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE II

PURCHASE AND SALE TRANSACTIONS

Section 2.01 Closing. Unless another date, location or time is mutually agreed upon by the Parties, the consummation of the transactions contemplated hereby (the “Closing”) shall take place at 9:00 a.m., New York City time, on the third (3^rd) Business Day after satisfaction or, if permissible, waiver of the conditions to the obligations of the parties set forth in ARTICLE VII other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions. The date and time on which the Closing takes place is herein referred to as the “Closing Date.”

Section 2.02 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall transfer to Purchaser, and Purchaser shall acquire from each Seller, free and clear of all Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens), all right, title and interest in and attaching to the Purchased Shares held by such Seller as set forth on the Consideration Spreadsheet, such that Purchaser shall own all of the Purchased Shares, and as consideration and in exchange therefor, Purchaser shall pay or issue, as applicable, the Closing Consideration as follows: issue the Closing Shares in accordance with Section 2.04(c) and pay the Closing Cash Consideration in accordance with Section 2.04(d). In addition, Purchaser shall deposit the Seller Earnout Escrow Shares in accordance with Section 2.04(b)(i), which Seller Earnout Escrow Shares shall be released in accordance with Section 2.08(b).

Section 2.03 Pre-Closing Matters.

(a) At least five (5) Business Days prior to the Closing, the Seller Representative shall deliver to Purchaser a written schedule (the “Closing Statement”) setting forth (i) the Seller Representative’s calculation, together with reasonable supporting detail, of the Closing Consideration, and (ii) the Seller Representative’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”.

(b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”.

Section 2.04 Closing Transactions. At the Closing:

(a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds:

(i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and

(ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement.

(b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing:

(i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and

(ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement;

(c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement).

(d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10);

(e) The Seller Representative shall deliver to Purchaser:

(i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated hereof;

(ii) original validly executed share transfer forms (ordre de mouvement) in respect of the Purchased Shares, in the name of Purchaser, duly executed by all Sellers (personally or by an agent or through a power of attorney);

(iii) the original share transfer register (registre des mouvements de titres) and each Seller’s individual accounts (comptes d’actionnaires) of the Company which shall be up to date, and in which the transfer of all the Purchased Shares to Purchaser shall have been recorded as of the Closing Date free and clear of any Liens (except for (i) Liens created by Purchaser, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law, and (iii) Excepted Liens);

(iv) three original copies of the tax transfer forms (formulaire cerfa n°2759 SD) in respect of all transfer of the Purchased Shares upon Closing subject to proportional French transfer taxes, duly completed and executed by each Seller;

(v) all relevant documents to evidence the acquisition by the Company of the Stock Option Subscribed Shares and/or of the cancellation of any non-exercised Stock Option, including, (x) copies of (i) the stock option exercise letters and of the subscription forms (bulletins de souscription) according to which the Stock Option Holders subscribed for the Stock Option Subscribed Shares and (ii) the share transfer forms (ordre de mouvement) in respect of the acquisition by the Company of the Stock Option Subscribed Shares, and (y) the original share transfer register (registre des mouvements de titres) and individual accounts (comptes d’actionnaires) of Digital Virgo which shall be up to date, and in which the exercise of the Stock Options, the transfer of all the Stock Option Subscribed Shares to Digital Virgo and/or the cancellation of any non-exercised Stock Option shall have been recorded;

(vi) the consents, approvals and waivers listed in Section 2.04(e)(vi) of the Seller Disclosure Letter;

(vii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by each Seller;

(viii) a properly completed Internal Revenue Service Form W-8 series duly executed by each Seller;

(ix) (A) all other documents, instruments or certificates required to be delivered by the Seller Representative at or prior to the Closing pursuant to Section 7.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale).

(f) Purchaser shall deliver to the Seller Representative:

(i) a certified copy of the A&R Purchaser Charter;

(ii) a copy of the A&R Purchaser Bylaws;

(iii) to the extent requested by the Sellers, subscription forms in respect of the Closing Shares to be received by each Seller, executed by Purchaser;

(iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); and

(v) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the Seller Representative to consummate the Transactions (including the Share Sale).

Section 2.05 Purchaser Board. Subject to applicable Law and approval of the stockholders of Purchaser, Purchaser shall take all action necessary to ensure that, effective as of the Closing, the Purchaser Board shall consist of eleven (11) directors, as well as two (2) non-voting board observers, who shall initially be listed on Section 2.05 of the Purchaser Disclosure Letter.

Section 2.06 Certain Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Purchaser Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reclassification, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Closing Shares shall be equitably adjusted, without duplication, to proportionally reflect such change.

Section 2.07 Fractional Shares. No fraction of a share of Purchaser Common Stock or Purchaser Class B Common Stock will be issued by virtue of the Transactions, and instead the number of shares of Purchaser Common Stock and Purchaser Class B Common Stock, as applicable, issued to each Seller shall be rounded up to the nearest whole share.

Section 2.08 Seller Earnout.

(a) 2023, 2024, 2025, 2026 and 2027 EBITDA.

(i) Within one hundred twenty (120) days after each of the fiscal years ending December 31, 2023, December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027, Purchaser shall prepare and deliver to the Seller Representative a statement setting forth the EBITDA for such fiscal year (each such statement, an “Earnout Statement”); provided that if the earnout described in Section 2.08(b)(ii) is achieved prior to December 31, 2027, Purchaser shall not be obligated to prepare and deliver any Earnout Statements after such achievement.

(ii) Following the receipt of an Earnout Statement, the Seller Representative shall have thirty (30) Business Days to make an objection (in writing) (an “Earnout Objection Notice”) to Purchaser. If no Earnout Objection Notice has been sent by the Seller Representative within such thirty (30) Business Day period, then such Earnout Statement shall be deemed final. If applicable, following the delivery of an Earnout Objection Notice, the Seller Representative and Purchaser shall attempt in good faith to resolve the issues and objections in such Earnout Objection Notice. If such good faith negotiations are unsuccessful, then the Seller Representative and Purchaser shall engage an independent, internationally recognized accounting firm acceptable to both the Seller Representative and Purchaser (the “Reviewing Accountant”) to review only the matters in the Earnout Objection Notice that are still disputed by the Seller Representative and Purchaser. The Reviewing Accountant shall act in the capacity of an expert and not as an arbitrator. Neither the Seller Representative nor Purchaser shall have or conduct any communication, either written or oral, with the Reviewing Accountant with respect to matters contemplated by this Agreement without the other party either being present or receiving a concurrent copy of any written communication. The Seller Representative and Purchaser will also instruct the Reviewing Accountant to, and the Reviewing Accountant will, make its determination based solely on the terms of this Agreement and written submissions by the Seller Representative and Purchaser that are provided in accordance with this Agreement (i.e., not on the basis of an independent review). Neither the Seller Representative nor Purchaser shall disclose to the Reviewing Accountant, and the Reviewing Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by the Seller Representative or Purchaser with respect to any objection under this Section 2.08, unless otherwise agreed in writing by the Seller Representative and Purchaser. The Reviewing Accountant shall promptly (and in any event within thirty (30) days following its engagement) determine the resolution of such remaining disputed matters, which resolution shall not be outside of the range set forth by Purchaser in the Earnout Statement and the Seller Representative in the Earnout Objection Notice. Such determination shall be final and binding on the parties, absent fraud or manifest error.

(b) Earnout Payment.

(i) If the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on December 31, 2026 (the “Share Price Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10).

(ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a) (the “EBITDA Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10).

(iii) If there are any Seller Earnout Escrow Shares remaining in the Seller Earnout Escrow Account after application of Section 2.08(b)(i)-(ii), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election.

(iv) Any payment made pursuant to this Section 2.08 shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise).

Section 2.09 Initial Shareholders Earnout.

(a) If the Share Price Earnout is met, then Purchaser, along with the Sponsor, shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, to release the Initial Shareholders Earnout Escrow Shares from the Initial Shareholders Earnout Escrow Account to the Initial Shareholders.

(b) If no Initial Shareholders Earnout Escrow Shares are released to the Initial Shareholders pursuant to Sections 2.09(a), then Purchaser, along with the Sponsor, shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, to release the Initial Shareholders Earnout Escrow Shares from the Initial Shareholders Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election.

Section 2.10 Update to the Consideration Spreadsheet. No later than close of business on the third (3^rd) Business Day preceding the anticipated Closing Date, the Seller Representative and Purchaser shall have the right to prepare and deliver to the other party an updated Consideration Spreadsheet, which updates may include, to the extent that there are Public Preferred Shares, elections by certain Sellers, if any, to receive Public Preferred Shares up to an aggregate amount of $100,000,000 in lieu of their Closing Shares, in which case there would be a dollar-for-dollar reduction to the Closing Share Consideration. The Seller Representative and Purchaser shall meet and confer regarding the updated Consideration Spreadsheet prior to the anticipated Closing Date, and shall make such changes thereto as the parties may mutually and in good faith agree so that the updated Spreadsheet reflects any such changes. Such updated Consideration Spreadsheet shall be the “Consideration Spreadsheet” for all purposes of this Agreement.

Section 2.11 Legends. Each certificate issued to each Seller in connection with the Transactions, if any, or book entry position, as applicable, shall bear the legend set forth below, or a legend substantially equivalent thereto, together with any other legends that may be required by any applicable securities Laws at the time of issuance of the shares of Purchaser Common Stock and Purchaser Class B Common Stock:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, MORTGAGED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, MORTGAGE, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION COVERING SUCH SHARES OR (II) THE ISSUER OF THE SHARES HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, MORTGAGE, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT AND SUCH OTHER APPLICABLE LAWS.

Section 2.12 Further Action. If, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement and the Share Sale, the Parties agree to promptly take any such actions, including executing such documents or making such filings, as may be reasonably required by any of the Parties.

Section 2.13 Withholding. Purchaser and any other applicable withholding agent shall be entitled to deduct and withhold from any amounts paid or payable pursuant to this Agreement such amounts as such Person is required to deduct and withhold with respect to such payment under the Code or any other provision of applicable Law; provided, that Purchaser shall provide the applicable Seller with a written notice of Purchaser’s intention to withhold at least five (5) Business Days prior to any such withholding (other than any withholding attributable to the failure to provide a Form W-8 pursuant to Section 2.04(e)(viii)) and, prior to any such withholding, Purchaser shall provide such Seller a reasonable opportunity to mitigate or eliminate any such requirement to deduct or withhold to the extent permitted by applicable Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ALL SELLERS

Except as set forth in the Seller Disclosure Letter (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure), and subject to the terms, conditions and limitations set forth in this Agreement, each Seller hereby represents and warrants to Purchaser, as of the date of this Agreement and the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement) (except if the representation and warranty speaks as of a specific date prior to the Closing Date, in which case as of such earlier date), as follows:

Section 3.01 Organization and Corporate Power. Such Seller (to the extent such Seller is an Entity) is an entity duly incorporated, validly existing and, to the extent such concept is applicable under the Laws of its jurisdiction of incorporation or organization, in good standing under the Laws of its jurisdiction of incorporation or organization, and has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted and is qualified to do business, and is in good standing as a foreign corporation to the extent such concept is applicable, in each jurisdiction in which its ownership, lease and operation of property or the conduct of its business requires such qualification, except where the failure to hold such authorizations, licenses and permits or to be so qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No Seller that is an Entity is in breach of its Organizational Documents.

Section 3.02 Authorization; No Breach; Valid and Binding Agreement.

(a) Such Seller has all requisite corporate power, if applicable, and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, subject to the consents, approvals, authorizations and other requirements described in this Section 3.02, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Share Sale). The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by such Seller (to the extent such Seller is an Entity) and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate actions or proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements and the consummation of the transactions contemplated hereby (including the Share Sale) and thereby.

(b) Except as set forth on Section 3.02(b) of the Seller Disclosure Letter, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by such Seller, and the consummation by such Seller of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of the Organizational Documents of such Seller (to the extent such Seller is an Entity), (ii) any Contract or Permit to which such Seller or its properties or assets are bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Seller is subject or its properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 3.02(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, have a Company Material Adverse Effect.

(c) The execution and delivery of this Agreement or any Ancillary Agreement by such Seller do not, and the performance of this Agreement or any Ancillary Agreement by such Seller will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the requirements of the Electronic Money Institution Regulations (EU Directive 2009/110/CE), the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ.

(d) This Agreement has been, and each Ancillary Agreement to which such Seller is a party has been or will be at Closing, as applicable, duly executed and delivered by such Seller and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which such Seller is a party constitutes a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 3.03 Title to Shares. Such Seller has legal and valid title to all of the Purchased Shares held by such Seller, free and clear of all Liens, other than restrictions imposed by applicable securities Laws or the Organizational Documents of the Company. Such Seller is the sole record and beneficial owner of the Purchased Shares held by such Seller. The Purchased Shares are not subject to any Contract restricting or otherwise relating to the voting, transfer or other disposition of such Purchased Shares, other than restrictions on transfer imposed by applicable securities Laws or the Organizational Documents of the Company. Such Seller will convey legal and valid title to all of the Purchased Shares held by such Seller at the Closing to Purchaser free and clear of all Liens, and Purchaser will be the legal and beneficial owner of all of the Purchased Shares.

Section 3.04 Brokerage. To such Seller’s knowledge, other than fees or commissions for which the Company will be solely responsible, there are no claims for, and the Company Entities, Purchaser and their respective Affiliates have no liability or obligation to pay, brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based on any arrangement or agreement made by or on behalf of the Company for which any Company Entity, Purchaser or any of their respective Affiliates is or may be liable.

Section 3.05 Investment Representations.

(a) Such Seller understands and acknowledges that the acquisition of the Purchaser Common Stock and/or Purchaser Class B Common Stock, as applicable, involves substantial risk. Such Seller has such knowledge and experience in financial or business matters that such Seller is capable of evaluating the merits and risks of its investment in the Purchaser Common Stock and/or Purchaser Class B Common Stock, as applicable.

(b) Such Seller is acquiring the Purchaser Common Stock and/or Purchaser Class B Common Stock, as applicable, for its own account, for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling any Purchaser Common Stock and/or Purchaser Class B Common Stock, as applicable, in violation of the federal securities Laws, any applicable foreign or state securities Laws or any other applicable Law.

(c) Such Seller understands and acknowledges that the Purchaser Common Stock and Purchaser Class B Common Stock have not been registered under the Securities Act, any United States state securities Laws or any other applicable foreign Law. Such Seller acknowledges that such securities may not be transferred, sold, offered for sale, mortgaged, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provision of applicable United States federal, United States state, or other Law or pursuant to an applicable exemption therefrom.

Section 3.06 No Other Representations and Warranties. EACH SELLER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE V, NONE OF PURCHASER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO SELLER, THE COMPANY ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO PURCHASER OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NONE OF PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO ANY SELLER, THE COMPANY OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY PURCHASER TO SELLERS IN ARTICLE V. EACH SELLER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE V OF THIS AGREEMENT.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CERTAIN SELLERS AND THE COMPANY

Except as set forth in the Seller Disclosure Letter (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure), and subject to the terms, conditions and limitations set forth in this Agreement, each of the Company, IODA S.A., LALBATROS S.A.S. and Guillaume Briche hereby represents and warrants to Purchaser, as of the date of this Agreement and the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement) (except if the representation and warranty speaks as of a specific date prior to the Closing Date, in which case as of such earlier date), as follows:

Section 4.01 Organization and Corporate Power. Except as set forth on Section 4.01 of the Seller Disclosure Letter, each Company Entity is an entity duly incorporated, validly existing and, to the extent such concept is applicable under the Laws of its jurisdiction of incorporation or organization, in good standing under the Laws of its jurisdiction of incorporation or organization, and each such Person has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted and is qualified to do business, and is in good standing as a foreign corporation to the extent such concept is applicable, in each jurisdiction in which its ownership, lease and operation of property or the conduct of its business requires such qualification, except where the failure to hold such authorizations, licenses and permits or to be so qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Complete and correct copies of the Organizational Documents of the Company Entities, in each case as in effect as of the date of this Agreement, have been made available to Purchaser. No Company Entity is in breach of its Organizational Documents.

Section 4.02 Subsidiaries. Section 4.02 of the Seller Disclosure Letter sets forth the name and jurisdiction of each Subsidiary of the Company. Except as set forth on Section 4.02 of the Seller Disclosure Letter, no Subsidiary of the Company owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other partnership, corporation, organization or entity.

Section 4.03 Authorization; No Breach; Valid and Binding Agreement.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, subject to the consents, approvals, authorizations and other requirements described in this Section 4.03, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Share Sale). The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate actions or proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements and the consummation of the transactions contemplated hereby (including the Share Sale) and thereby.

(b) Except as set forth on Section 4.03(b) of the Seller Disclosure Letter, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by the Company, and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien (other than Permitted Liens and Excepted Liens) upon any assets or properties of any Company Entity under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of the Organizational Documents of any Company Entity, (ii) any Contract or Permit to which any Company Entity or their respective properties or assets are bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which any Company Entity is subject or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 4.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, have a Company Material Adverse Effect.

(c) The execution and delivery of this Agreement or any Ancillary Agreement by the Company do not, and the performance of this Agreement or any Ancillary Agreement by the Company will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the requirements of the Electronic Money Institution Regulations (EU Directive 2009/110/CE), the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ.

(d) This Agreement has been, and each Ancillary Agreement to which the Company is a party has been or will be at Closing, as applicable, duly executed and delivered by the Company, and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which the Company is a party constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 4.04 Capitalization. Section 4.04 of the Seller Disclosure Letter sets forth all of the authorized, issued and outstanding (as applicable) share capital of each Company Entity. The Sellers collectively own all of equity interests of the Company as set forth on the Consideration Spreadsheet and, except as set forth on Section 4.04 of the Seller Disclosure Letter, the Company owns, directly or indirectly, all of the equity interests in the other Company Entities. All of the equity interests of the Company Entities have been duly authorized and are validly issued, fully paid and nonassessable (where applicable) and issued free and clear of all Liens, other than Excepted Liens. Except as set forth on Section 4.04 of the Seller Disclosure Letter, no Company Entity has any equity securities or securities containing any equity features authorized, issued, reserved for issuance or outstanding, and there are no agreements, options, warrants, convertible or exchangeable securities or other rights or arrangements relating to the interest or capital stock of, or other equity or voting interest in any Company Entity existing, authorized or outstanding which provide for the sale, delivery or issuance of any of the foregoing by any Company Entity. Except as set forth on Section 4.04 of the Seller Disclosure Letter, there are no authorized, issued, reserved for issuance or outstanding (i) preferred or ordinary shares or other equity interests or voting securities of any Company Entity, (ii) securities convertible or exchangeable into equity interests of any Company Entity, (iii) options, warrants, purchase rights, phantom equities, stock or share appreciation, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require any Company Entity to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of such Company Entity, or (iv) stock or share appreciation, phantom equity, profit participation or similar rights with respect to the interest, capital stock or shares of, or other equity or voting interest in, any Company Entity to which any Company Entity is a party or is bound. None of the Company Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the owners of any Company Entity on any matter.

Section 4.05 Financial Statements.

(a) Section 4.05(a) of the Seller Disclosure Letter contains true, correct and complete copies of (i) Digital Virgo’s (the wholly-owned subsidiary of the Company following its acquisition completed in June 2022) consolidated audited balance sheet as of December 31, 2021 (the “Balance Sheet Date”), December 31, 2020 and December 31, 2019 and consolidated statements of income, consolidated changes in shareholder equity and consolidated cash flows for the twelve (12)-month periods then ended (the “Audited Financial Statements”), and (ii) the Company’s proforma unaudited consolidated balance sheets as of September 30, 2022 (the “Most Recent Balance Sheet Date”) and proforma consolidated statements of income, changes in shareholder equity and consolidated cash flows for the nine-month period then ended (the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been based upon, in all material respects, the information contained in the Company’s and/or its Subsidiaries’ books and records, have been prepared in accordance with IFRS or French GAAP, as applicable, consistently applied throughout the periods indicated, and present fairly in all material respects the financial position, cash flows and results of operations of the Company and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of footnotes).

(b) Section 4.05(b) of the Seller Disclosure Letter contains the projections prepared by the Company, and reflect projections for the period ending December 31, 2026 on a year-by-year basis. Such projections are based upon estimates and assumptions stated therein, all of which the Company believes to be reasonable and fair in light of current conditions and current facts known to the Company and, as of the Closing Date, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company Entities and of the other information projected therein for the period set forth therein.

(c) The Company Entities have no Liabilities, except (i) Liabilities specifically reserved for on the Most Recent Balance Sheet Date contained in the Financial Statements or disclosed in the notes thereto, (ii) Liabilities that were incurred after the Most Recent Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities specifically disclosed in Section 4.05(c)(i) of the Seller Disclosure Letter, (iv) Liabilities incurred or arising under or in connection with the Transactions, including expenses related thereto; (v) Liabilities that will be discharged or paid off prior to or at the Closing or (vi) Liabilities that would not be material, individually or in the aggregate, to the Company Entities (taken as a whole). As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money (or guarantee thereof) of any Company Entity (excluding intercompany Indebtedness for borrowed money between any Company Entities) other than Indebtedness for borrowed money reflected on the consolidated balance sheet of the Company set forth in the Financial Statements or as set forth on Section 4.05(c)(ii) of the Seller Disclosure Letter. The Indebtedness set forth on Section 4.05(c)(iii) of the Seller Disclosure Letter shall continue after the Closing on the same terms and conditions as prior to Closing.

(d) The Company Entities maintain internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed with management’s general or specific authorizations as necessary; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS; and (iii) to the extent applicable, material information relating to the Company Entities is promptly made known to the officers responsible for establishing and maintaining the system of internal control over financial reporting. Since the Look-back Date, no Company Entity has identified or been advised by its auditors of any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a role in the Company Entities’ internal controls over financial reporting.

(e) The PCAOB Audited Financial Statements when delivered by the Company in accordance with Section 6.17 will, when so delivered, be based upon, in all material respects, the information contained in the Company Entities’ books and records, be prepared in accordance with US GAAP, consistently applied throughout the periods indicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial position, cash flows and results of operations of the Company Entities (taken as a whole) as of the times and for the periods referred to therein.

Section 4.06 Absence of Certain Developments. Since the Most Recent Balance Sheet Date until the date hereof, there has not been any Company Material Adverse Effect that has arisen and is continuing. Since the Most Recent Balance Sheet Date, except as expressly contemplated by this Agreement or the Ancillary Agreements or as set forth on Section 4.06 of the Seller Disclosure Letter, or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, (a) the Company Entities have operated in the Ordinary Course of Business in all material respects, and (b) no Company Entities have taken any action that would have been prohibited by Section 6.01 if it were taken after the date hereof and prior to the Closing Date.

Section 4.07 Orders.

(a) There is no Governmental Order pending or, to the Seller’s Knowledge, threatened in writing, by or against the Company or any of its Affiliates, that seeks to delay or prevent the consummation of the Transactions.

(b) Section 4.07 of the Seller Disclosure Letter sets forth a list of all Governmental Orders pending or, to the Seller’s Knowledge, threatened in writing which, if adversely determined, would be material to the business of the Company Entities (taken as a whole) or would delay or prevent the consummation of the transactions contemplated herein (including the Share Sale) or by the Ancillary Agreements.

Section 4.08 Title to Properties.

(a) Except as set forth on Section 4.08(a) of the Seller Disclosure Letter, the Company Entities own good and marketable title to, or hold pursuant to valid and enforceable leases, all of the material, tangible personal property, used or held for use by them in the conduct of their business that are material to the business of the Company Entities (taken as a whole), free and clear of all Liens, except for Permitted Liens and Excepted Liens.

(b) The real property demised by the Leases described on Section 4.08(b)(i) of the Seller Disclosure Letter (the “Leased Real Property”) constitutes all of the real property leased by the Company Entities. Except as set forth on Section 4.08(b)(ii) of the Seller Disclosure Letter and assuming that such Lease is a valid and binding obligation of the other counterparties thereto, the Leases are in full force and effect, and the applicable Company Entity holds a legal, binding, valid, enforceable and existing leasehold interest in each parcel or tract of real property leased by it under each such Lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights Laws. The Company has delivered or made available to Purchaser complete and accurate copies of each of the Leases described on Section 4.08(b)(i) of the Seller Disclosure Letter and none of such Leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Purchaser. None of the Company Entities, and to the Seller’s Knowledge no other party to any such Leases, is in default, or has delivered or received any notice of default, under any of such Leases and no event has occurred that with notice or the passage of time, or both, would constitute a default, or permit the termination, modification or acceleration of rent under any such Leases, except where such default would not reasonably be expected to be material to the Company Entities, taken as a whole. Except as set forth on Section 4.08(b)(iii) of the Seller Disclosure Letter, (a) none of the Company Entities have subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, and (b) none of the Company Entities have collaterally assigned or granted any other security interest in such Leases or any interest therein.

(c) Except as set forth on Section 4.08(c) of the Seller Disclosure Letter, none of the Company Entities own any real property.

Section 4.09 Tax Matters. Except as set forth on Section 4.09 of the Seller Disclosure Letter:

(a) Each Company Entity has timely filed or caused to be timely filed (taking into account applicable extensions) with the appropriate taxing authorities all Tax Returns (including all Income Tax Returns) that are required to be filed by them, and all such Tax Returns are true, correct and complete in all material respects. All Taxes (including all Income Taxes) due and payable by the Company Entities (whether or not shown on any such Tax Return) have been duly and timely paid, other than Taxes being contested in good faith for which adequate reserves have been established in accordance with IFRS or French GAAP, as applicable. Each Company Entity has properly deducted, withheld and collected and timely remitted to the appropriate taxing authorities all Taxes required to be deducted, withheld or collected in respect of any amounts paid or owing to, or received or owing from, any employee, creditor or other third party and each Company Entity has complied in all material respects with respect to all applicable Laws relating to payment, reporting, withholding, and collection of Taxes or remittance thereof.

(b) There are no audits, disputes, investigations, claims, inquiries, examinations or other proceedings (whether civil, criminal, judicial, or administrative) with respect to any Tax Return or Taxes of any Company Entity pending, in progress, or threatened in writing that have not been resolved or completed.

(c) No Company Entity has received any written notice from any taxing authority of any Income Tax or other material Tax deficiency, assessment, adjustment, proposed adjustment, or other issue relating to any Income Taxes or other material Taxes, which has not been paid or resolved in full. No Company Entity has commenced a voluntary disclosure proceeding in any jurisdiction that has not been resolved or settled. All material deficiencies for Taxes asserted or assessed in writing against any Company Entity have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn, and, no such deficiency has been threatened or proposed in writing against any Company Entity.

(d) No Company Entity has waived or extended any statute of limitations in respect of Income Taxes or other material Taxes, or agreed to any extension of time with respect to an assessment or deficiency relating to such Taxes, for any taxable period with respect to which the statute of limitations has not expired (after giving effect to any extension or waiver) (other than any such waivers or extensions that are no longer in effect), nor is any written request for any such extension or waiver from any taxing authority outstanding.

(e) No Company Entity, to the extent a Company Entity is a U.S. Entity, has distributed shares or stock of another Person, or has had its shares or stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code in the past two (2) years.

(f) No Company Entity is a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2), to the extent a Company Entity is a U.S. Entity, or any corresponding or similar provision of state, local or non-U.S. income Tax Law.

(g) No written claim has been made by a Governmental Authority in any jurisdiction in which any Company Entity does not file a Tax Return or pay Taxes that such entity is or may be subject to Tax or required to file Tax Returns in such jurisdiction, which claims have not been resolved or withdrawn.

(h) Each Company Entity is tax resident only in its jurisdiction of organization, incorporation or formation, as applicable, and is not managed or controlled outside such jurisdiction for income Tax purposes.

(i) There are no Liens for Taxes upon any of the Purchased Shares or any asset of any Company Entity other than Permitted Liens.

(j) Each Company Entity, to the extent a Company Entity is a U.S. Entity, has the U.S. federal income tax classification that is set forth on Section 4.09 of the Seller Disclosure Letter, and each Company Entity has been so classified for U.S. federal income tax purposes at all times since the date set forth on Section 4.09 of the Seller Disclosure Letter.

(k) No Company Entity organized or formed under the laws of a jurisdiction outside of the United States (i) is a “surrogate foreign corporation” or “expatriated entity” within the meaning of Section 7874 of the Code or any corresponding or similar provision of state, local or non-U.S. Tax Law, or is treated as a U.S. corporation for U.S. federal Tax purposes by reason of the application of Sections 269B or 7874(b) of the Code or any corresponding or similar provision of state, local or non-U.S. Tax Law or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulation Section 301.7701-5(a) or any corresponding or similar provision of state, local or non-U.S. income Tax Law.

(l) There are no Income Tax or other material Tax rulings, requests for rulings, technical advice memoranda, closing agreements or similar agreements or rulings relating to Taxes that have been issued to or with respect to the Company Entities or into which any Company Entity has entered into that would be binding on any Company Entity in any taxable period (or portion thereof) after the Closing Date, in each case which agreement or ruling would be effective after the Closing Date.

(m) No Company Entity, in each case other than with respect to another Company Entity, (i) has any liability for the Taxes of any Person (other than any Company Entity) under Treasury Regulations Section 1.1502-6, to the extent a Company Entity is a U.S. Entity, or any similar provision of state, local or non-U.S. Tax Law, or as a transferee or successor, by contract, or otherwise, (ii) is or has been a member of an affiliated, consolidated, combined, unitary or similar Tax group (including, for clarity, any affiliated group within the meaning of Section 1504 of the Code (or any similar provision of state, local or non-U.S. Tax Law)) for purposes of filing any Tax Return or paying Taxes, other than a group the common parent of which is the Company; or (iii) is a party to, or has any liability under, any Tax allocation, sharing, indemnification, gross-up, or similar Contract or arrangement or any other Contract or arrangement providing for payments in respect of Taxes or Tax benefits (other than customary indemnification provisions contained in commercial Contracts entered into in the Ordinary Course of Business, the principal purpose of which is not related to Taxes).

(n) As of the Closing Date no interest in the Company is a “United States real property interest,” and no Company Entity that is a U.S. Entity is, or for the five-year period ending on the Closing Date has been, a “United States real property holding corporation,” within the meaning of Section 897(c) of the Code and Treasury Regulation Sections 1.897-1(c), 1.897-2(b), 1.897-2(h) and 1.1445-2(c)(3).

(o) No Company Entity has participated to any “reportable transaction” within the meaning of Council Directive (EU) 2018/822 of 25 May 2018 amending Directive 2011/16/EU (“DAC 6”), as implemented under relevant local Law.

Section 4.10 Contracts and Commitments.

(a) Except as set forth on Section 4.10(a) of the Seller Disclosure Letter, no Company Entity is party to any:

(i) CBA;

(ii) Contract, agreement or indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Company Entity has incurred or may incur Indebtedness exceeding the Threshold Amount for which any Company Entity will be liable following the Closing, or (B) relating to any Liens on assets of any Company Entity;

(iii) guaranty of any Indebtedness or other material guaranty;

(iv) Contract, lease or agreement under which it is lessee of, or holds, uses or operates any real or personal property or assets owned by any other party, for which the annual rental or payment commitment exceeds the Threshold Amount;

(v) Contracts or group of related Contracts with any Top Customer or any Top Supplier;

(vi) Contracts or agreements relating to the acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Company Entity since January 1, 2022 or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Company Entity or, pursuant to which any Company Entity has any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations;

(vii) joint venture, partnership, limited liability company or similar agreement with any third party (including any agreement providing for joint development or marketing);

(viii) (A) Contract pursuant to which any Company Entity licenses, or is otherwise permitted by a third party to practice, use or register, or receive any other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms with fees of less than the Threshold Amount per year), (B) Contract pursuant to which a third party licenses, or is permitted to use or register, or granted any other rights under, any Company-Owned IP Rights (other than non-exclusive licenses granted by a Company Entity to customers in the Ordinary Course of Business), or (C) Contract affecting any Company Entity’s ability to use, enforce, or disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or settlement agreements;

(ix) distribution, sales representative, marketing or similar Contract or agreement that required any Company Entity to make commission payments under such agreement in excess of the Threshold Amount during the twelve (12)-month period ended on the Balance Sheet Date;

(x) Contract or agreement pursuant to which any Company Entity would be required to make, in the aggregate, capital expenditures in excess of the Threshold Amount;

(xi) Contract or agreement that (a) materially limits the ability of any Company Entity to compete in any line of business or with any product or with any Person or in any geographic area or market or during any period of time or (b) contains covenants that restrict the business activity of any Company Entity in any material respect (other than non-disclosure agreements entered into in the Ordinary Course of Business);

(xii) Contract or agreement that contains “most-favored-nation” obligations or restrictions, or rights of first refusal or offer or any similar requirement or right, in each case binding any Company Entity in favor of any third party;

(xiii) Contract or agreement where any Company Entity is subject to a requirement of exclusive dealing or any similar exclusivity obligation;

(xiv) any interest, currency or hedging derivatives or similar Contracts;

(xv) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions;

(xvi) Contract or agreement that involves payment to or by any Company Entity in excess of the Threshold Amount annually;

(xvii) Contract or agreement whose termination (other than those termination by passage of time) would have a Company Material Adverse Effect;

(xviii) management agreement or other Contract for the employment or engagement of any Service Provider on a full time, part time, consulting or other basis that: (A) provides for annual compensation (whether cash and/or otherwise) which may exceed $150,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the transactions contemplated by this Agreement, (C) provides for the payment of any cash or other compensation or benefits related to a retention, severance, transaction-based or change in control bonus or other similar Contract with any Service Provider or (D) restricts any Company Entity’s ability to terminate the employment or engagement of any Service Provider at any time for any lawful reason or for no reason without penalty or Liability; or

(xix) Contract or agreement that relates to the settlement of any Action (A) with any Governmental Authority since the Look-back Date; (B) that materially restricts or imposes obligations upon any Company Entity; or (C) requires payment by a Company Entity of more than the Threshold Amount after the date hereof.

(b) Each Contract described in clauses (i) through (xix) of Section 3.11(a) is a “Material Contract”. The Company has provided to Purchaser true and correct copies of all Material Contracts, together with all supplements, amendments, waivers or other changes thereto.

(c) Neither any Company Entity nor, to the Seller’s Knowledge, any other party thereto is in material breach of, violation of or default under any Material Contract. No event has occurred that with notice or lapse of time or both would constitute a material breach of, violation of or default under, any Material Contract by any Company Entity, or, to the Seller’s Knowledge, any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Company Entity and, to the Seller’s Knowledge, each counterparty, and are enforceable against the applicable Company Entity and, to the Seller’s Knowledge, the counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 4.11 Intellectual Property; Information Technology; Privacy.

(a) Section 4.11(a) of the Seller Disclosure Letter sets forth a list of all (i) Patents, registered Marks, registered Copyrights and domain name registrations, including any applications for any of the foregoing, included in the Company-Owned IP Rights (the “Company Registered IP”) and (ii) material Software included in the Company-Owned IP Rights.

(b) The Company Entities, as the case may be, exclusively own all right, title and interest in and to the Company-Owned IP Rights, free and clear of all Liens except for Permitted Liens. Except as would not be material to the Company Entities taken as a whole, (i) the Company Registered IP is subsisting, valid, and enforceable, and (ii) the Company Entities are current in the payment of all registration, maintenance and renewal fees with respect to the Company Registered IP.

(c) None of the Company-Owned IP Rights are subject to any Government Order adversely affecting the use thereof or rights thereto by the Company Entities. There is no Action pending or, to the Seller’s Knowledge, threatened against any Company Entity concerning the ownership, use, scope, patentability, registrability, validity or enforceability of any Company-Owned IP Rights (other than proceedings in the Ordinary Course of Business before any Governmental Authority related to the application for any item of Company Registered IP) and the Company Entities have not received any written notices regarding the foregoing.

(d) Since the Look-back Date, to the Seller’s Knowledge, there has been and there is no written allegation made by any Company Entity of, and there has been no and there is no infringement, misappropriation or other violation of any material Company-Owned IP Rights by any Person.

(e) Except as would not reasonably be expected to be material to the Company Entities taken as a whole, the operation of any Company Entity as currently conducted as of the date hereof, and the operation of any Company Entity as conducted since the Look-back Date, does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, the Intellectual Property Rights of any other Person. No Company Entity has received any written notice since the Look-back Date alleging that the operation of any Company Entity infringes, misappropriates, or otherwise violates the Intellectual Property Rights of any other Person (including any demand or request from any Person that any Company Entity license any Intellectual Property Rights). There is no Action pending, or, to the Seller’s Knowledge, threatened against any Company Entity alleging that the operation of the business of any Company Entity has infringed, misappropriated or otherwise violated any Intellectual Property Right of any third party.

(f) Except as set forth on Section 4.11(f) of the Seller Disclosure Letter and as would not reasonably be expected to be material to the Company Entities taken as a whole, the Company Entities have secured from all founders, consultants, advisors, employees, freelancers, writers, and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property Right for or on behalf of, or under the direction or supervision of, the Company Entities (each, a “Contributor”), unencumbered and unrestricted exclusive ownership of, all of the Intellectual Property Rights developed or created in connection with the employment or engagement of any Contributor, that the Company Entities do not otherwise own by operation of law. No Contributor owns or, to the Seller’s Knowledge, claims any rights, licenses, claims or interest whatsoever with respect to any Company-Owned IP Rights. Except as would not reasonably be expected to be material to the Company Entities taken as a whole, each Company Entity has obtained written and enforceable Contracts with respect to invention disclosure and present assignments of such Intellectual Property Rights to such Company Entity, from all current and former Contributors.

(g) The Company Entities have taken commercially reasonable steps to protect and maintain any Trade Secrets included in the Company IP Rights, and to the Seller’s Knowledge, there have been no misappropriation or unauthorized uses or disclosures of any such Trade Secrets. The Company Entities have entered into reasonable confidentiality agreements with each Person having access to the Company Entities’ Trade Secrets. To the Seller’s Knowledge, no such Person is in violation of any such agreement.

(h) The Company Entities exclusively own all right, title and interest in and to, or otherwise possess valid, enforceable and sufficient licenses and rights to, all Company IP Rights that are material to the Company Entities’ business (subject to Section 4.11(b) with respect to the Company-Owned IP Rights) and all such Company IP Rights shall be owned or available for use by the Company Entities immediately after the Closing on terms and conditions identical to those under which the Company Entities owned or used such Company IP Rights immediately prior to the Closing. The Company Entities may exercise, transfer, or license the Company IP Rights without material restriction or material payment to any Person. Neither this Agreement nor any of the transactions contemplated hereby will restrict or impair the right of the Company Entities to transfer, alienate, enforce, own, use or license, or affect the validity or enforceability of, any Company-Owned IP Rights.

(i) The Company Entities (i) have taken commercially reasonable steps to protect the confidentiality, integrity and security of the Company Systems and have implemented and comply with commercially reasonable written data and information security, business continuity and disaster recovery plans and procedures that are consistent with industry best practices and applicable Laws, and (ii) have taken commercially reasonable steps to assess and test such plans and procedures, and such assessments and tests have not identified any material issues that remain unremedied. Since the Look-back Date, the Company Systems have not been affected by any material failure that has not been remedied in all material respects. To the Seller’s Knowledge, since the Look-back Date, there have been no security breaches that materially affected the operation of the Company Systems or have not been remedied in all material respects. The Company Entities have purchased a sufficient number of licenses (whether licensed by seats or otherwise) for all Software used in or necessary for the operation of the businesses of the Company Entities as presently conducted.

(j) The Company Entities (and, to the Seller’s Knowledge, any third Person using Personal Data on their behalf) comply in all material respects with its internal policies and privacy statements, policies and procedures related to privacy and security of Company Systems (and the data therein, including Personal Data), the Company Entities’ Contracts, and applicable Privacy Laws (including the most current version of the Payment Card Industry Data Security Standards, as applicable). Since the Look-back Date, no Company Entity has received any written or, to the Seller’s Knowledge, unwritten claims, notices or complaints asserting non-compliance with applicable Privacy Laws or privacy statements, policies, procedures or Contracts regarding the Company Entities’ information practices or the use, access, collection, retention, processing, disclosure, modification or destruction of any Personal Data, or alleging a violation of any individual’s privacy, publicity or confidentiality rights, including from the U.S. Federal Trade Commission, any similar foreign bodies, or any other Governmental Authority and there is no Action pending, or, to the Seller’s Knowledge, threatened against any Company Entity relating to any of the foregoing. The Company Entities have taken reasonable actions (including implementing reasonable technical, physical or administrative safeguards) to protect all Personal Data used by the Company Entities against any unauthorized use, access or disclosure.

Section 4.12 Litigation. Except as set forth on Section 4.12 of the Seller Disclosure Letter, since the Look-back Date there have been no, and there currently are no, Actions pending or, to the Seller’s Knowledge, threatened against the Company Entities that, if adversely decided or resolved, would reasonably be expected to be material to the Company Entities taken as a whole, at law or in equity, before or by any other Governmental Authority, and no Company Entity is subject to any material outstanding judgment, order, investigation, decree, injunction, ruling, decision or award of any court or Governmental Authority.

Section 4.13 Employee Benefit Plans.

(a) Section 4.13(a) of the Seller Disclosure Letter sets forth an accurate and complete list of all Plans. None of the Company Entities has any plan or commitment to, or has represented that it will, adopt or enter into any additional Plans or to materially amend or terminate any existing Plan. Each Plan has been established, maintained, operated, funded, and administered in accordance with its terms in all material respects and in compliance in all material respects with the requirements of the applicable Law.

(b) With respect to each Plan (and each related funding vehicle), all contributions (including employer contributions and employee salary reduction contributions, premiums, distributions, payments, distributions, reimbursements, and accruals) that are due have been timely made or properly accrued in accordance with the terms of such Plan and applicable Law or, if not yet due, have been properly accrued for in accordance with any applicable accounting requirements. All wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any Service Providers have been timely paid or made in full or, to the extent not yet due, properly accrued in accordance with any applicable accounting requirements, the terms of the Plan and all applicable Law. There is no current, pending or, to the Seller’s Knowledge, threatened Actions (except for routine claims for benefits) relating to any Plan. The obligations or insured contingencies under all Plans that provide health, welfare or similar insurance are fully insured by bona fide third-party insurers and all applicable premiums are paid up to date. No Plan is maintained through a human resources and benefits outsourcing entity, professional employer organization, or other similar vendor or provider.

(c) The Company has made available to Purchaser, to the extent applicable, complete, current and correct copies of: (i) all documents embodying or governing each Plan and each related funding agreement and insurance policy, if any (or a written description of the material terms and conditions of each Plan that is unwritten), and any amendments thereto, (ii) the most recent summary plan description (and summary of material modifications) and any other notice or description provided to or agreed with employees.

(d) Except as set forth on Section 4.13(d) of the Seller Disclosure Letter, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby will (alone or in combination with any other event, including a termination or restructure of employment on or following the Closing), directly or indirectly, result in (i) payment or provision of any additional, or an increase in the amount of, compensation, share incentives or other benefits, an acceleration of the amount of any compensation or benefits, or entitlement to any severance or similar benefit or change in employment status or responsibilities, payable to or in respect of any Service Provider, (ii) any acceleration in the vesting or the timing of payment of any outstanding options, compensation or benefits held by or payable to or in respect of any Service Provider, (iii) any increased, enhanced or accelerated funding obligation with respect to any Plan, (iv) any restriction on the ability of any Company Entity to amend, modify or terminate any Plan, or (v) any forgiveness of indebtedness of any current or former employee, officer, director or consultant of any Company Entity.

Section 4.14 Insurance. All material policies of insurance maintained by or on behalf of each Company Entity (the “Insurance Policies”) are set forth on Section 4.14 of the Seller Disclosure Letter and true and complete copies of such Insurance Policies have been provided to Purchaser. All Insurance Policies that are material to the business of the Company Entities (taken as a whole) are, and since the Look-back Date have been, in full force and effect and all premiums due and payable in respect thereof have been paid and no written notice of cancellation, termination, material amendment or denial of coverage has been received by any Company Entity with respect to any such policy. All such Insurance Policies maintained by the Company Entities are in full force and effect, and no Company Entity is in material default with respect to the provisions of any such policies or its payment obligations thereunder. There is no claim pending under such Insurance Policies as to which any Company Entity has received written notice that coverage has been denied.

Section 4.15 Compliance with Laws.

(a) Each Company Entity is, and since the Look-back Date has been, in material compliance with all applicable Laws and regulations of any Governmental Authority. Since the Look-back Date, no Company Entity has received any written notice from a Governmental Authority of any Action against any of them alleging any failure to comply with any applicable Law or regulation.

(b) Since the Look-back Date, (i) none of the Company Entities have violated any Law relating to anti-bribery or anticorruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended and as in effect at the time of such action (all such Laws, “Anticorruption Laws”), (ii) no director, officer, or employee, or, to the Seller’s Knowledge, representative, consultant or other Person acting for or on behalf of any Company Entity has violated any Anticorruption Law, and (iii) has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative or regulatory body, or any customer regarding any violation or alleged violation of any Anticorruption Law, and no such investigation, inquiry or proceeding is pending or, to the Seller’s Knowledge, threatened. Each Company Entity has adopted and maintains reasonably adequate policies, procedures and controls to comply with all applicable Anticorruption Laws in all material respects, including policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties and training of personnel.

(c) Since the Look-back Date, neither any Company Entity nor any director, officer or managing employee of any Company Entity has been a Sanctioned Person.

(d) No material amount of revenue of the Company Entities is derived from operations in the Russian Federation. No Company Entity has dealings with a Sanctioned Person, and the Company Entities screen employees for compliance with Sanctions Laws. The Company Entities are in compliance with Sanctions Laws and have policies designed to ensure such compliance.

Section 4.16 Permits. Except as set forth on Section 4.16 of the Seller Disclosure Letter, and as would not reasonably be expected to be material to the Company Entities taken as a whole, the Company Entities hold and are, and has been, since the Look-back Date, in compliance with, in all material respects, all Permits that are required by any Governmental Authority to conduct the business as now conducted and all such Permits are valid and in full force and effect. No Company Entity has received any written notice from any Governmental Authority or any other Person regarding (A) any actual or alleged violation of or failure to comply with any term or requirement of any Permit, or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of, or modification to any Permit, except where such occurrence would not be material to the business.

Section 4.17 Environmental Compliance. Except as set forth on Section 4.17 of the Seller Disclosure Letter:

(a) The Company Entities are, and since the Look-back Date have been, in compliance with all applicable Environmental Laws, except where the failure to comply would not be material to the Company Entities.

(b) The Company Entities have obtained and possess all material permits, licenses and other authorizations required under Environmental Laws for the operations of the Company Entities as currently conducted and are in compliance with all terms and conditions of such permits, licenses and authorizations in all material respects.

(c) No Company Entity has received, since the Look-back Date, any written notice of material violation of or notice of material Liability arising under, Environmental Laws, relating to any Company Entity or its facilities, the subject of which is unresolved.

(d) There are no Actions pending or, to the Seller’s Knowledge, threatened against any Company Entity, pursuant to Environmental Laws that would be material to the Company Entities.

(e) No Company Entity is subject to any outstanding judgment, order or decree of any Governmental Authority relating to a violation of or Liability under Environmental Laws, and that would be material to the Company Entities.

Section 4.18 Customers and Suppliers. Section 4.18 of the Seller Disclosure Letter sets forth an accurate list of the top five (5) customers of the Company Entities based on calendar year 2021 sales (the “Top Customers”) and the top five (5) suppliers based on calendar year 2021 spend of the Company Entities (the “Top Suppliers”). Since January 1, 2021, no Company Entity has received any notice from any Top Supplier to the effect that such supplier will stop, materially decrease the rate of, or seek to make a material change to the terms (whether related to payment, price or otherwise) with respect to, developing or supplying materials, products or services to any Company Entity. Since January 1, 2021, no Company Entity has received any notice from any Top Customer to the effect that such customer will stop, or materially decrease the rate of, or seek to make a material change to the terms (whether related to payment, price or otherwise) with respect to, purchasing services from the Company Entities. To the Seller’s Knowledge, no supplier or customer of a Company Entity is violating any Law.

Section 4.19 Affiliated Transactions. Except as set forth on Section 4.19 of the Seller Disclosure Letter, none of the Sellers, any equityholder, partner, member, officer, director, employee or any Affiliate or Subsidiary of any Seller (other than any Company Entity) or any officer, director, manager, equityholder or Affiliate of any Company Entity or any individual in the immediate family of any of the foregoing, is a party to any arrangement, agreement, Contract, commitment or transaction with or owes any money to any Company Entity (or any Company Entity owes any money to, or guarantees any payment by, any such Person) or has any interest in any material property, asset or right, tangible or intangible, used by any Company Entity, or has any material interest in a Person party to any arrangement, agreement, Contract, commitment or transaction with any Company Entity.

Section 4.20 Employees.

(a) Except as set forth on Section 4.20(a) of the Seller Disclosure Letter, (i) no Company Entity has experienced any, nor to the Seller’s Knowledge has there been any threatened, strike, work stoppage, unfair labor practice charge, labor grievance, labor arbitration, lockout, slowdown, picketing, hand billing or other material labor or industrial relations dispute, in each case since the Look-back Date and (ii) since the Look-back Date, the Company Entities have been in material compliance with all, and there are no pending or threatened claims or proceedings against any Company Entity under any, applicable Laws respecting labor and employment, including Laws, statutes rules and regulations respecting, if applicable, terms and conditions of employment of employees, prospective employees and former employees, employment practices, hiring practices, background checks (to the extent applicable), child labor, pay equity, wrongful or unfair discharge or dismissal, collective bargaining and labor relations, fair labor standards, reasonable accommodations, workers’ compensation, document retention, notice, secondment, occupational safety and health requirements, wages and hours (including the classification of independent contractors), meal and rest breaks, withholding and remittance of Taxes, employment discrimination, harassment, retaliation, equal opportunity/employment equality, whistleblowing, disability rights or benefits, employee trainings and notices, employee leave issues, paid time off, COVID-19, plant closures, redundancies and layoffs (including, if applicable, any collective redundancy legislation), workers’ compensation, and unemployment insurance and related matters.

(b) (i) The Company Entities have, since the Look-back Date, properly classified each of its Service Providers as “employees” or “independent contractors” and have properly reported all compensation paid to such persons for all purposes, and (ii) the Company Entities have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, redundancy payments, fees, and other compensation that have come due and payable to their current or former employees and independent contractors under applicable Law, Contract or company policy.

(c) Each Company Entity is, and has at all times since the Look-back Date been, in compliance in all material respects with, and has not materially violated the terms and provisions of, any applicable immigration legislation in any jurisdiction. All current and former Service Providers are, and have at all times been, legally authorized to work in the territory in which they perform the duties of their employment.

(d) To the Seller’s Knowledge, no Service Provider is in violation of any material term of any material employment agreement, nondisclosure agreement, common law non-disclosure obligations (to the extent applicable), fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Entity; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by any Company Entity.

(e) No current employee of any Company Entity or other Service Provider with annualized compensation at or above $150,000 has informed any Company Entity or any of its Affiliates (whether in writing or otherwise) of any plan to terminate employment with or services for any Company Entity and, to the Seller’s Knowledge, no such employee intends to terminate his or her employment prior to the Closing.

(f) Since the Look-back Date, to the Seller’s Knowledge, (i) no allegation involving, directly or indirectly, sexual or other unlawful harassment or discrimination has been made, asserted or threatened against (A) any officer of any Company Entity or (B) any current or former Service Provider, and (ii) none of the Company Entities or current or former Service Provider is party to any agreement resolving or otherwise related to direct or indirect allegations of sexual or other unlawful harassment or discrimination. To the Seller’s Knowledge, no event has occurred or circumstance exists that could reasonably be expected to serve as a basis for any such allegation of sexual or other unlawful harassment or discrimination.

(g) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Company Entity has occurred since January 1, 2022 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guideline or recommendations by any Governmental Authority in connection with or in response to COVID-19. The Company Entities have not otherwise experienced any material employment-related Liability with respect to COVID-19. Since January 1, 2022, no Company Entity has effectuated any mass layoff or plant closing, collective redundancy or implemented any early retirement or exit incentive program, in each case, in violation of applicable Law.

(h) (i) Each Company Entity has paid in full (other than remuneration accrued for the current salary period or for reimbursement of business expenses) to all of its employees or adequately accrued for in accordance with applicable accounting requirements all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; and (ii) since January 1, 2022, there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending with respect to any current or former employees of any Company Entity. There are no material Liabilities, whether contingent or absolute, of any Company Entity relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid.

(i) Section 4.20(i) contains a true, correct and complete list of the names and current role, annual salary rates or current hourly wages (including any overtime arrangements), as applicable, bonus opportunity, share incentives, pension arrangements, commission opportunity, other compensation and benefits (separately identifying each category of compensation and including contingent entitlements), hire date, accrued vacation and paid-time-off, principal work location, employing Person and leave status of all present employees of each Company Entity and, if applicable, each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour laws applicable to employees who do not occupy an executive, administrative, or professional position.

Section 4.21 Company Information. To the Seller’s Knowledge, the information relating to any Company Entity supplied by the Company for inclusion in the Proxy Statement will not, as of the date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to the stockholders of Purchaser or at the time of the Purchaser Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by Purchaser for inclusion or incorporation by reference in the Proxy Statement or any Purchaser SEC Documents; or (b) any projections or forecasts included in the Proxy Statement.

Section 4.22 Brokerage. Other than fees or commissions for which the Company will be solely responsible, there are no claims for, and the Company Entities, Purchaser and their respective Affiliates have no liability or obligation to pay, brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based on any arrangement or agreement made by or on behalf of the Company for which any Company Entity, Purchaser or any of their respective Affiliates is or may be liable.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in (i) the Purchaser Disclosure Letter (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure) and/or (ii) the Purchaser SEC Documents, and subject to the terms, conditions and limitations set forth in this Agreement, Purchaser hereby represents and warrants to the Sellers, as of the date of this Agreement and the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement) (except if the representation and warranty speaks as of a specific date prior to the Closing Date, in which case as of such earlier date), as follows:

Section 5.01 Organization and Corporate Power. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted. Purchaser is not in breach of Purchaser’s Organizational Documents. Complete and correct copies of the Organizational Documents of Purchaser, as in effect as of the date of this Agreement, have been made available to the Seller Representative.

Section 5.02 Subsidiaries. Purchaser has no direct or indirect Subsidiaries, and does not own or hold the right to acquire any shares or stock, partnership interest or joint venture interest or other equity ownership interest in any other partnership, company, corporation, organization or entity.

Section 5.03 Authorization; No Breach; Valid and Binding Agreement.

(a) Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Share Sale) and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Purchaser, and no other corporate actions or proceedings on the part of Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby, other than the Purchaser Shareholder Approval.

(b) Except for the Purchaser Shareholder Approval, the execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of Purchaser under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Purchaser’s Organizational Documents, (ii) any Contract or instrument or Permit to which Purchaser or its or their respective properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which Purchaser is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 5.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

(c) The execution and delivery of this Agreement or any Ancillary Agreement by Purchaser do not, and the performance of this Agreement or any Ancillary Agreement by Purchaser will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the requirements of the Electronic Money Institution Regulations (EU Directive 2009/110/CE), the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ.

(d) This Agreement has been, and each Ancillary Agreement to which Purchaser is a party has been or will be at Closing, as applicable, duly executed and delivered by Purchaser, and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which Purchaser is a party constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 5.04 Orders. Section 5.04 of the Purchaser Disclosure Letter sets forth a list of all Governmental Orders pending or, to the Purchaser’s Knowledge, threatened in writing which, if adversely determined, would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect or would delay or prevent the consummation of the transactions contemplated herein (including the Share Sale) or by the Ancillary Agreements.

Section 5.05 Purchaser Trust Account. As of September 30, 2022, the Purchaser Trust Amount is approximately $260 million, with such funds invested in government securities or money market funds meeting certain conditions pursuant to the Purchaser Trust Agreement. The Purchaser Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Amounts in the Purchaser Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The Purchaser Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Purchaser Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trustee. There are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Purchaser Trust Agreement in the Purchaser SEC Documents to be inaccurate or (ii) except for the Purchaser Trust Agreement, entitle any Person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders of Purchaser Common Stock who have elected to redeem their Purchaser Common Stock in accordance with Purchaser’s Organization Documents) to any portion of the proceeds in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Purchaser Trust Account may be released, except in accordance with the Purchaser Trust Agreement. There is no Action pending, or to the Knowledge of Purchaser, threatened with respect to the Purchaser Trust Account.

Section 5.06 Investment Company Act; JOBS Act. Purchaser is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Purchaser constitutes an “emerging growth company” within the meaning of the JOBS Act.

Section 5.07 Absence of Changes. Since the date of the most recent balance sheet in the Purchaser SEC Documents until the date hereof, there has not been any Purchaser Material Adverse Effect that has arisen and is continuing.

Section 5.08 No Undisclosed Liabilities. Purchaser has no Liabilities or Indebtedness, except (i) Liabilities or Indebtedness specifically reserved for in the financial statements set forth in the Purchaser SEC Documents or disclosed in the notes thereto, (ii) Liabilities or Indebtedness that were incurred after the date of the most recent balance sheet included in the Purchaser SEC Documents in the Ordinary Course of Business, (iii) Liabilities or Indebtedness specifically disclosed in Section 5.08 of the Purchaser Disclosure Letter, or (iv) Liabilities or Indebtedness incurred or arising under or in connection with the Transactions, including expenses related thereto.

Section 5.09 Tax Matters.

(a) Purchaser has timely filed or caused to be timely filed (taking into account applicable extensions) with the appropriate taxing authorities all material Tax Returns that are required to be filed by Purchaser, and all such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by Purchaser (whether or not shown on any such Tax Return) have been duly and timely paid, other than Taxes being contested in good faith for which adequate reserves have been established in accordance with US GAAP. Purchaser has properly deducted, withheld and collected and timely remitted to the appropriate taxing authorities all Taxes required to be deducted, withheld or collected in respect of any amounts paid or owing to, or received or owing from, any employee, creditor or other third party and has complied in all material respects with respect to all applicable Laws relating to payment, reporting, withholding, and collection of Taxes or remittance thereof.

(b) There are no audits, disputes, investigations, claims, inquiries, examinations or other proceedings (whether civil, criminal, judicial, or administrative) with respect to any Tax Return or Taxes of Purchaser pending, in progress, or threatened in writing that have not been resolved or completed.

(c) Purchaser has not waived or extended any statute of limitations in respect of material Taxes, or agreed to any extension of time with respect to an assessment or deficiency relating to Income Taxes or other material Taxes, for any taxable period with respect to which the statute of limitations has not expired (after giving effect to any extension or waiver) (other than any such extensions or waivers that are no longer in effect), nor is any written request for any such extension or waiver from any taxing authority outstanding.

(d) Purchaser has not distributed shares or stock of another Person, or has had its shares or stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code in the past two (2) years.

(e) There are no Liens for Taxes upon any of the Closing Consideration or any asset of Purchaser other than Liens for Taxes that are not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings and in each case that are sufficiently reserved for on Purchaser’s financial statements in accordance with US GAAP.

Section 5.10 Capitalization.

(a) As of the date of this Agreement, (i) the authorized capital stock of Purchaser consists of (x) 100,000,000 shares of Purchaser Common Stock (of which 33,161,250 shares are issued and outstanding, and all of which are validly issued, fully paid and non-assessable) and (y) 1,000,000 shares of preferred stock of Purchaser, par value $0.0001 per share (of which none are issued or outstanding), (ii) 26,542,500 shares of Purchaser Common Stock are issuable in respect of the Public Warrants and the Sponsor Warrants and (iii) 1,000,000 shares of Purchaser Common Stock are issuable if the maximum aggregate amount available under the Sponsor Expense Advancement Agreement is converted. No shares of Purchaser Common Stock are held in the treasury of Purchaser. Except for the Purchaser Share Redemption, the Transactions, the Public Warrants, the Sponsor Warrants and the Sponsor Expense Advancement Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Purchaser or obligating Purchaser to issue or sell any capital stock of, or other equity interests in, Purchaser. All shares of Purchaser Common Stock and Purchaser Class B Common Stock subject to issuance, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. The shares of Purchaser Common Stock and Purchaser Class B Common Stock to be issued pursuant to this Agreement, subject to the Purchaser Shareholder Approval and the effectiveness of the A&R Purchaser Charter, will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. To the extent applicable, the shares of Purchaser Common Stock to be issued pursuant to any Investments, subject to the Purchaser Shareholder Approval and the effectiveness of the A&R Purchaser Charter, will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser Common Stock (except for the Purchaser Share Redemption). Purchaser does not own any equity securities in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any equity securities, or any securities or obligations exercisable or exchangeable for or convertible into equity securities of such Person. There are no outstanding contractual obligations of Purchaser to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. To Purchaser’s Knowledge, except for the Sponsor Support Agreement and the Insider Letter Agreement, there are no outstanding proxies, voting agreements or other agreements or arrangements relating to any equity securities of Purchaser. Except for the Purchaser Common Stock, there are no outstanding securities of Purchaser or Indebtedness having the right to vote on any matters on which the holders of equity securities of Purchaser may vote.

(b) Except for the Public Warrants, the Sponsor Warrants and the Sponsor Expense Advancement Agreement, there are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based performance units, commitments or Contracts of any kind to which Purchaser is a party or by which any of them is bound obligating Purchaser to issue or sell, or cause to be issued or sold, additional shares of Purchaser Common Stock or any other capital stock or other interest or participation in, or any security convertible or exercisable for or exchangeable into shares of Purchaser Common Stock or other interest or participation in Purchaser.

Section 5.11 Litigation. Since the date of incorporation of Purchaser there have been no, and there currently are, no Actions pending or, to the Purchaser’s Knowledge, threatened against Purchaser that, if adversely decided or resolved, would reasonably be expected to be material to Purchaser, at law or in equity, before or by any other Governmental Authority and Purchaser is not subject to any material outstanding judgment, order, investigation, decree, injunction, ruling, decision or award of any court or Governmental Authority.

Section 5.12 Compliance with Laws.

(a) Purchaser is, and since its date of incorporation has been, in material compliance with all applicable Laws and regulations of any Governmental Authority. Since its date of incorporation, Purchaser has not received any written notice from a Governmental Authority of any Action against any of them alleging any failure to comply with any applicable Law or regulation.

(b) Since its inception, (i) Purchaser has not violated any Law relating to anti-bribery or anticorruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended and as in effect at the time of such action (all such Laws, “Anticorruption Laws”), (ii) no director, officer, or employee, or, to the Purchaser’s Knowledge, representative, consultant or other Person acting for on behalf of Purchaser has violated any Anticorruption Law, or (iii) has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative or regulatory body, or any customer regarding any violation or alleged violation of any Anticorruption Law, and no such investigation, inquiry or proceeding is pending or, to the Purchaser’s Knowledge, threatened. Purchaser has adopted and maintains reasonably adequate policies, procedures and controls to comply with all applicable Anticorruption Laws in all material respects, including policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties and training of personnel.

(c) Since its date of incorporation, neither Purchaser, nor any director, officer or managing employee of Purchaser has been a Sanctioned Person.

Section 5.13 Employees. Other than the officers and directors listed in the Purchaser SEC Documents, Purchaser does not have any employees. Purchaser does not currently maintain or have any Liability under any compensation or benefit plan, program, contract, or arrangement (whether written or unwritten).

Section 5.14 SEC Filings and Financial Statements.

(a) Purchaser has filed and furnished in a timely manner all reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it with or to the SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the “Purchaser SEC Documents”). As of their respective effective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Purchaser SEC Documents), the Purchaser SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) The financial statements and notes of Purchaser contained or incorporated by reference in the Purchaser SEC Documents fairly present in all material respects the financial condition and the results of operations, changes in stockholders’ equity and cash flows of Purchaser as at the respective dates of, and for the periods referred to in, such financial statements, all in accordance with: (i) US GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Purchaser has no off-balance sheet arrangements that are not disclosed in the Purchaser SEC Documents. No financial statements other than those of Purchaser are required by US GAAP to be included in the consolidated financial statements of Purchaser.

(c) Purchaser has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material information relating to Purchaser is made known to Purchaser’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Purchaser, such disclosure controls and procedures are effective in timely alerting Purchaser’s principal executive officer and principal financial officer to material information required to be included in Purchaser’s periodic reports required under the Exchange Act. Except as set forth in the Purchaser SEC Documents, Purchaser has established and maintained a system of internal controls and, to the Knowledge of Purchaser, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with US GAAP.

(d) Since the date of the latest Form 10-Q of Purchaser filed with the SEC, there has not been any change, development, condition, occurrence, event or effect relating to Purchaser that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Purchaser Material Adverse Effect.

Section 5.15 Material Contracts. Purchaser has filed as an exhibit to the Purchaser SEC Documents every “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than this Agreement and any Ancillary Agreement) to which, as of the date of this Agreement, Purchaser is a party or by which any of its assets are bound. Neither Purchaser nor, to the Purchaser’s Knowledge, any other party thereto is in material breach of, violation of or default under any such Contract. No event has occurred that with notice or lapse of time or both would constitute a material breach of, violation of or default under, any such Contract by Purchaser, or, to the Purchaser’s Knowledge, any counterparty. All such Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of Purchaser and, to Purchaser’s Knowledge, each counterparty, and are enforceable against Purchaser and, to Purchaser’s Knowledge, the counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 5.16 Purchaser Affiliated Transactions. Except as set forth on Section 5.16 of the Purchaser Disclosure Letter, none of Purchaser, any equityholder, partner, member, officer, director, employee or any Affiliate of Purchaser or any individual in the immediate family of any of the foregoing, is a party to any arrangement, agreement, Contract, commitment or transaction with or owes any money to Purchaser (or Purchaser owes any money to, or guarantees any payment by, any such Person) or has any interest in any material property, asset or right, tangible or intangible, used by Purchaser, or has any material interest in a Person party to any arrangement, agreement, Contract, commitment or transaction with Purchaser.

Section 5.17 Brokerage. Other than fees or commissions for which Purchaser will be solely responsible, there are no claims for, and Purchaser has no liability or obligation to pay, brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based on any arrangement or agreement made by or on behalf of Purchaser for which Purchaser is or may be liable.

Section 5.18 Business Activities.

(a) Since its date of incorporation, Purchaser has not conducted any business activities other than activities related to Purchaser’s initial public offering or directed toward the accomplishment of a “business combination”, as such term is defined in Purchaser’s Organizational Documents (a “Business Combination”). Except as set forth in Purchaser’s Organizational Documents or as otherwise contemplated by this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Purchaser or to which Purchaser is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect any business practice of Purchaser or any acquisition of property by Purchaser or the conduct of business by Purchaser as currently conducted or as contemplated to be conducted as of the Closing.

(b) Except for the transactions contemplated by this Agreement and the Ancillary Agreements, Purchaser does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, Purchaser has no material interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.

Section 5.19 NASDAQ Listing. The Public Units, the Public Shares and the Public Warrants are each listed on NASDAQ. Purchaser is in compliance in all material respects with the requirements of NASDAQ for continued listing of the Public Units, the Public Shares and the Public Warrants thereon and there is no Action pending or, to the Knowledge of the Purchaser, threatened against Purchaser by NASDAQ or the Financial Industry Regulatory Authority to prohibit or terminate the listing of the Public Units, the Public Shares and the Public Warrants on NASDAQ.

Section 5.20 Proxy Statement. None of the information supplied or to be supplied by Purchaser for inclusion or incorporation by reference in the Proxy Statement will, at the date mailed to shareholders of Purchaser or at the time of the Purchaser Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and the Proxy Statement and any amendment or supplement thereto shall comply in all material respects with applicable securities Laws, including the Securities Act and the Exchange Act. Notwithstanding the foregoing, Purchaser makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement; or (b) any projections or forecasts included in the Proxy Statement.

Section 5.21 No Other Representations and Warranties. PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III AND ARTICLE IV, NONE OF SELLERS OR THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO PURCHASER, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SELLERS, ANY OF THE COMPANY ENTITIES OR ANY OF THE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NONE OF SELLERS OR THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY ALL SELLERS TO PURCHASER IN ARTICLE III AND BY CERTAIN SELLERS AND THE COMPANY IN ARTICLE IV. PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV OF THIS AGREEMENT.

ARTICLE VI

ACTIONS PRIOR TO THE CLOSING

The respective Parties covenant and agree to take the following actions:

Section 6.01 Operations of the Company Entities Prior to the Closing. From the date hereof until the earlier of the Closing and the date this Agreement is validly terminated in accordance with ARTICLE VIII (such period, the “Interim Period”), except as set forth in Section 6.01 of the Seller Disclosure Letter, as required by Law (including COVID-19 Measures) or expressly permitted by this Agreement or the Ancillary Agreements, or with the prior written approval of Purchaser, the Sellers shall cause each of the Company Entities to, (x) operate in the Ordinary Course of Business, (y) use commercially reasonable efforts to keep available the services of its current officers and employees, and (z) use commercially reasonable efforts to preserve intact its existing assets, business and operations, and to preserve the present rights, permits, franchises, goodwill and relationships with customers, suppliers, distributors, licensors, licensees, lessors and other key Persons with whom it has a significant relationship. Without limiting the generality of the foregoing, except as set forth in Section 6.01 of the Seller Disclosure Letter, as required by Law or expressly permitted by this Agreement or the Ancillary Agreements, or with the prior written approval of Purchaser, the Sellers shall cause each of the Company Entities to not take any of the following actions:

(a) amend the Organizational Documents of (i) the Company or Digital Virgo or (ii) any other Company Entity except when such amendment does not result in a change in such Company Entity’s shareholding structure or commitments, or form any Subsidiaries that are not wholly owned Subsidiaries;

(b) split, subdivide, combine or reclassify any shares of capital stock or any equity or equity-linked securities of (i) the Company or Digital Virgo or (ii) any other Company Entity except when such amendment does not result in a change in such Company Entity’s shareholding structure or commitments;

(c) (i) deliver, encumber, mortgage, charge, pledge, redeem, purchase, transfer, issue, sell or otherwise dispose of any equity securities, (ii) grant or enter into any options, warrants, rights, agreements or commitments with respect to the issuance of its securities, (iii) permit the exercise of any options or (iv) amend any terms of any such equity securities or agreements;

(d) other than among Company Entities (excluding the Company) as contemplated in Section 6.01 of the Seller Disclosure Letter, (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof;

(e) make any loans, advances, or capital contributions to, or investments in, any other Person (other than among the Company Entities), except in the Ordinary Course of Business;

(f) make a material change in any method of financial accounting or accounting practice of the Company Entities, except as required by IFRS or applicable Law;

(g) sell, lease, license or otherwise dispose of any assets (whether by merger, sale of shares, sale of assets or otherwise), except (i) in the Ordinary Course of Business, (ii) among Company Entities (excluding the Company) as contemplated in Section 6.01 of the Seller Disclosure Letter or (iii) for any assets having an aggregate value of less than the Threshold Amount;

(h) (i) transfer, sell, assign, license, sublicense, grant other rights under, encumber, impair, abandon, fail to diligently maintain, or otherwise dispose of any right, title or interest of any Company Entity in any Intellectual Property Rights, in each case, that are material to any business of the Company Entities, other than among Company Entities (excluding the Company) as contemplated in Section 6.01 of the Seller Disclosure Letter or non-exclusive licenses granted by a Company Entity to customers in the Ordinary Course of Business; (ii) amend, waive, cancel or modify any rights in or to any Intellectual Property Rights, in each case, that are material to any business of the Company Entities, other than as it relates to rights solely between or among the Company Entities; or (iii) divulge, furnish to or make accessible any Trade Secrets constituting Company IP Rights to any Person that is not subject to an enforceable written agreement to maintain the confidentiality of such Trade Secrets;

(i) issue or incur any additional Indebtedness for an amount exceeding $500,000, except for borrowings under the Company Entity’s existing credit facilities or otherwise incurred in the Ordinary Course of Business;

(j) amend or modify any agreements in respect of Indebtedness in a manner that would be adverse to the Company Entities, taken as a whole, other than as it relates to amendments or modifications solely between or among the Company Entities;

(k) except as otherwise required by any Plan as in effect on the date of this Agreement and set forth on Section 4.13(a) of the Seller Disclosure Letter or as otherwise required by applicable Law: (i) increase, decrease, make any changes in or grant any increase in the compensation of any Service Provider, except for any increases in the rate of base salary or wage made in the Ordinary Course of Business or that does not exceed 10% for any such Person; (ii) grant, promise, pay, or increase any severance, incentive awards (whether or not equity or equity-based), bonus, fringe, transaction, retention, change in control, or other compensation or benefits to any Service Provider, except for any bonus or incentive awards that do not exceed $50,000 per Service Provider; (iii) establish, adopt, enter into, amend, modify, terminate or increase the coverage or benefits under any Plan (or any plan, program, agreement or other arrangement that would be a Plan if in effect on the date hereof); (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Plan or otherwise due to any of its current or former employees, directors, officers or other individual service providers; or (v) grant any equity or equity-linked compensation awards;

(l) hire, engage, terminate (other than for cause), furlough, or temporarily layoff any employee, consultant or other individual service provider with an annual gross base compensation in excess of $250,000, except as a replacement for a previous employee, consultant or other individual service provider with an annual base compensation in excess of $250,000 (at comparable compensation to the individual being replaced);

(m) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor outside of the Ordinary Course of Business;

(n) negotiate, modify, extend, or enter into any CBA or recognize or certify any labor union, labor organization, works council, employee representative or association or group of employees as the bargaining representative for any employees of any Company Entity outside the Ordinary Course of Business;

(o) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions;

(p) (i) make, change, revoke, amend, or otherwise modify any material Tax election (including any Income Tax election), including any entity classification election pursuant to Treasury Regulations Section 301.7701-3 (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or any other action to change the classification of any Company Entity for U.S. federal (and applicable state and local) income Tax purposes, (ii) change any Tax accounting period or adopt, change or otherwise modify any accounting method, principles or practices with respect to Income Taxes or other material Taxes, (iii) amend, refile or otherwise modify any previously filed material Tax Returns, (iv) prepare or file any Tax Return inconsistent with applicable Laws and the past practices of any Company Entity or in a manner that distorts taxable income, including by deferring income or accelerating deductions, (v) settle, consent to, or otherwise compromise (in whole or in part) any Tax audit, examination, investigation, or other proceeding or any Tax liability (including by entering into any closing agreement or other agreement with any tax authority), (vi) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or the collection of Taxes, (vii) surrender any right to claim a Tax refund, offset, or other reduction in liability, (viii) participate in, initiate any discussions with respect to, or enter into any voluntary disclosure program (or similar program or agreement) with any Governmental Authority, or (ix) fail to pay any material Tax that becomes due and payable (including any estimated Tax payments) (other than any Taxes that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are maintained in accordance with IFRS or French GAAP, as applicable);

(q) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization (or equity split or like change in capitalization), dissolution or winding-up of any Company Entity;

(r) make any capital expenditure (or series of related capital expenditures) in an amount exceeding the Threshold Amount that is not provided for in, or fail to make any capital expenditure contemplated in, the agreed upon monthly capital expenditure budgets for 2022 delivered by the Seller Representative to Purchaser;

(s) enter into, terminate (other than automatic termination in accordance with the terms thereof) or modify or amend in any material respect any Contract that, upon entry by any Company Entity thereto, constitutes, or would constitute if it had been entered into prior to the date of this Agreement, a Material Contract;

(t) declare or pay any dividend or distribution on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any of its shares, capital stock or common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly whether in cash or property (in each case, other than among the Company Entities or Tax allocation cash payment distributions made in the Ordinary Course of Business);

(u) (i) accelerate the collection (or discount) of accounts receivables, (ii) intentionally delay or postpone the payment of trade accounts payable or enter into any agreement or negotiation with any party to extend the payment date of any trade accounts payable, or (iii) make any material changes with respect to policies and procedures relating to the establishment of reserves for uncollectable accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses and deferral of revenue, in each case outside of the Ordinary Course of Business;

(v) amend, modify, extend, renew or terminate any Lease or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; or

(w) agree to do any of the foregoing, or take any action or omit to take any action which action or omission, respectively, would result in any of the foregoing.

Section 6.02 Operations of Purchaser Prior to the Closing. During the Interim Period, except as set forth in Section 6.02 of the Purchaser Disclosure Letter, as required by Law (including COVID-19 Measures) or expressly permitted by this Agreement or the Ancillary Agreements, or with the prior written approval of the Seller Representative, Purchaser shall not, and shall cause each of its Affiliates and Subsidiaries to not, take any of the following actions:

(a) seek any approval from Purchaser’s shareholders to, or otherwise, make any change, amendment or modification to any of the Organizational Documents of Purchaser or form any Subsidiary, except as contemplated by the Purchaser Shareholder Proposals;

(b) seek any approval from Purchaser’s shareholders to, or otherwise, make any change, amendment or modification to the Purchaser Trust Agreement, except as contemplated by the Purchaser Shareholder Proposals;

(c) (i) make, change, revoke, amend, or otherwise modify any material Tax election, including any entity classification election pursuant to Treasury Regulations Section 301.7701-3 (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or any other action to change the classification of Purchaser for U.S. federal (and applicable state and local) income Tax purposes, (ii) prepare or file any Tax Return inconsistent with applicable Laws and the past practices of Purchaser or in a manner that distorts taxable income, including by deferring income or accelerating deductions, (iii) settle, consent to, or otherwise compromise (in whole or in part) any Tax audit, examination, investigation, or other proceeding or any Tax liability (including by entering into any closing agreement or other agreement with any tax authority), (iv) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or the collection of Taxes, (v) surrender any right to claim a Tax refund, offset, or other reduction in liability, or (vi) participate in, initiate any discussions with respect to, or enter into any voluntary disclosure program (or similar program or agreement) with any Governmental Authority;

(d) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a liquidation, dissolution, reorganization or other wind up of the business or operations of Purchaser;

(e) (i) make or declare any dividend or distribution to the shareholders of Purchaser or make any other distributions in respect of any of Purchaser’s capital stock, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of Purchaser’s capital stock or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding shares of capital stock, warrants or other equity interests of Purchaser, other than a redemption of Public Shares (prior to the Closing) made as part of the Purchaser Shareholder Redemption;

(f) other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Purchaser (including, for the avoidance of doubt, (x) the Sponsor and (y) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

(g) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Purchaser or guaranty any debt securities of another Person, other than any Indebtedness for (i) the Working Capital Loan, (ii) borrowed money or guarantees incurred in the ordinary course of business necessary to finance its ordinary course administrative costs and expenses and (iii) transaction expenses incurred in connection with the transactions contemplated by this Agreement or Ancillary Agreements;

(h) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material liabilities, debts or obligations, other than Indebtedness permitted to be incurred under Section 6.02(g) and other fees and expenses for professional services incurred in connection with the Transactions;

(i) issue any shares of Purchaser Common Stock or Purchaser Class B Common Stock, or securities exercisable for or convertible into shares of Purchaser Common Stock or capital stock of Purchaser, other than the issuance of shares of Purchaser Common Stock and Purchaser Class B Common Stock pursuant to this Agreement and any Investment Agreements (if applicable) or the Public Warrants, the Sponsor Warrants or the Sponsor Expense Advancement Agreement, (ii) grant any options, warrants or other equity-based awards with respect to Purchaser Common Stock not outstanding on the date hereof or (iii) amend, modify or waive any of the material terms or rights set forth in any Public Warrant or Sponsor Warrant, including any amendment, modification or reduction of the warrant price set forth therein;

(j) change an annual accounting period for US GAAP or adopt or change any material accounting method used by it for US GAAP or adopt any material accounting method unless required by US GAAP;

(k) acquire any ownership interest in any real property;

(l) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof;

(m) except as reasonably necessary to consummate the Transactions, enter into, renew, modify or revise in any material respect any material Contract;

(n) engage in any activities or business, other than activities or business (i) in connection with or incident or related to Purchaser’s incorporation or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, this Agreement, any Ancillary Document, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (iii) those that are administrative or ministerial;

(o) waive, release, compromise, settle or satisfy any pending or threatened material claim or Action or compromise or settle any Liability that would require monetary payment or impose nonmonetary obligations on Purchaser or any of its Affiliates (or any Company Entity after the Closing); or

(p) agree to do any of the foregoing, or take any action or omit to take any action, which action or omission, respectively, would result in any of the foregoing.

Section 6.03 Access; Notification of Certain Matters.

(a) During the Interim Period, the officers, employees and authorized Representatives of Purchaser (at Purchaser’s expense) shall have reasonable access during normal business hours upon providing written notice to the Seller Representative no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of the Company Entities (including audit books) in order for Purchaser to have the opportunity to make such investigation as it may reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Purchaser and Purchaser’s Representatives will not be permitted to interfere unreasonably with the operations of the Company Entities. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require any Company Entity to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which any Company Entity is bound, or violate any applicable Law.

(b) During the Interim Period, the officers, employees and authorized Representatives of the Company (at the Company’s expense) shall have reasonable access during normal business hours upon providing written notice to Purchaser no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Purchaser (including audit books) in order for the Representatives of the Company and the Seller Representative to have the opportunity to make such investigation as they will reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Representatives of the Company and the Seller Representative will not be permitted to interfere unreasonably with the operations of Purchaser. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Purchaser to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Purchaser is bound, or violate any applicable Law.

(c) During the Interim Period, the Seller Representative shall disclose to Purchaser in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 7.01 and Section 7.03 to be satisfied.

(d) During the Interim Period, Purchaser shall disclose to the Seller Representative in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 7.02 and Section 7.03 to be satisfied.

Section 6.04 Public Announcements. Except as may be required to comply with the requirements of any applicable Law or the rules and regulations of NASDAQ, including the filing of any Current Report on Form 8-K or other appropriate filings with the SEC, no Party will issue any press release or other public announcement relating to the subject matter of this Agreement or the Transactions without the prior written consent of Purchaser and/or the Seller Representative, as applicable, which press release or other public announcement would be made at or shortly following the signing of this Agreement as well as at or shortly following the Closing. To the extent a Party is required by Law to issue a press release or other public announcement relating to the subject matter of this Agreement or the Transactions, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with Purchaser and/or the Seller Representative, as applicable, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith.

Section 6.05 Commercially Reasonable Efforts.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Share Sale and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VII to be satisfied; (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any); (iii) the delivery of all notices to, and the obtaining of all consents, approvals or waivers from, third parties required as a result of the Transactions; and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions.

(b) Without limiting the generality of the foregoing, neither Purchaser nor any Seller shall, and each shall cause its Affiliates (including any Company Entity) not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) increase the risk, in any material respect, of delaying or not obtaining any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk, in any material respect, of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby or (iii) delay the consummation of the transactions contemplated hereby.

Section 6.06 Regulatory Filings. Within ten (10) Business Days, or as promptly as reasonably practicable, after the date hereof, the Company shall make, or cause to be made, the filings required of it or any of its Subsidiaries or Affiliates under the Electronic Money Institution Regulations with respect to the Transactions. The Parties shall make, or cause to be made, as promptly as practicable, all filings necessary to obtain all other Regulatory Approvals. The Parties shall use their commercially reasonable efforts to: (a) respond to any requests for additional information made by any Governmental Authority; (b) provide the other Parties with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (verbal or written) communication to be submitted or made to any Governmental Authority and such receiving party shall consider any such received comments in good faith; (c) keep each other apprised of the status of matters relating to any Regulatory Approval contemplated by this Agreement or any Ancillary Agreement; (d) advise the other Parties (and, where applicable, provide a copy) of any written or verbal communications that it receives from any Governmental Authority in respect of such filings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the Regulatory Approvals; (e) provide the other Parties with a reasonable opportunity to participate in any meetings with any Governmental Authority (subject to any opposition by a Governmental Authority to a particular party’s participation in such meeting) and participate in, or review, any material communication before it is made to any Governmental Authority; and (f) consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of each Party in connection with judicial proceedings under or relating to Regulatory Approval. Notwithstanding the foregoing, each Party has the right to redact or otherwise exclude the other Parties from receiving any confidential competitively sensitive information required to be shared under this Section 6.06; provided that such other Parties’ external counsel shall be entitled to receive such confidential competitively sensitive information on an external counsel only basis. The Parties shall: (i) not agree to an extension of any waiting period or review being undertaken by a Governmental Authority without the other Parties’ prior written consent; and (ii) use commercially reasonable efforts to cause any applicable waiting periods to terminate or expire at the earliest possible date.

Section 6.07 Proxy Statement.

(a) As promptly as reasonably practicable after the date of this Agreement, Purchaser will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the Transactions (the “Proxy Statement”) in preliminary form. Purchaser shall as promptly as reasonably practicable notify the Seller Representative of the receipt of any oral or written comments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Purchaser shall use commercially reasonable efforts to cooperate and provide the Seller Representative with a reasonable opportunity to promptly review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably and promptly proposed by the Seller Representative in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Seller Representative acknowledges that time is of the essence for all communications with the SEC and that it will respond to any comments within ten (10) Business Days after receipt of such comments. Except in the case of a Change in Recommendation pursuant to Section 6.07(d), the Purchaser Board Recommendation shall be included in the Proxy Statement. Purchaser will use its commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Purchaser will cause the Proxy Statement to be transmitted to the Purchaser Shareholders as promptly as reasonably practicable.

(b) The Sellers acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company Entities. Accordingly, the Sellers will, as promptly as reasonably practicable after the date of this Agreement, use its commercially reasonable efforts to provide Purchaser with all information concerning the operations and business of the Company Entities and their respective management and operations and financial condition, in each case, required, or reasonably requested by Purchaser, to be included in the Proxy Statement, including (i) the required financial statements of the Company Entities prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Company Entities required by Item 301 of Regulation S-K, and (iii) required management’s discussion and analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Sellers shall use its commercially reasonable efforts to cooperate with Purchaser in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with SEC Guidance, including the requirements of Regulation S-X. The Sellers shall use commercially reasonable efforts to make the managers, directors, officers and employees of the Company Entities available to Purchaser and its counsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by Purchaser, and responding promptly to comments on the Proxy Statement and such other filings from the SEC, but not later than five (5) Business Days after receipt of such comments.

(c) Purchaser will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene a meeting of the holders of Purchaser Common Stock (including any permitted adjournment) (the “Purchaser Special Meeting”) to consider and vote upon the Purchaser Shareholder Proposals as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Once the Purchaser Special Meeting to consider and vote upon the Purchaser Shareholder Proposals has been called and noticed, except as required by Law, Purchaser will not postpone or adjourn the Purchaser Special Meeting without the consent of the Seller Representative (which consent will not be unreasonably withheld, conditioned or delayed) other than (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Purchaser has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the Purchaser Shareholders prior to the Purchaser Special Meeting, or (iii) an adjournment or postponement to solicit additional proxies from the Purchaser Shareholders to the extent Purchaser has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Purchaser Shareholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment may be no more than the earlier of (i) fifteen (15) Business Days from the original date of the Purchaser Special Meeting and (ii) four (4) Business Days prior to the Termination Date. Subject to Section 6.07(d), following delivery of the Proxy Statement to the Purchaser Shareholders, Purchaser will use commercially reasonable efforts to solicit approval of the Purchaser Shareholders Proposals by the Purchaser Shareholders.

(d) Subject to this Section 6.07(d), the Purchaser Board will recommend that the Purchaser Shareholders approve the Purchaser Shareholder Proposals (the “Purchaser Board Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining approval of the Purchaser Shareholder Proposals, the Purchaser Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Purchaser Board Recommendation (any such action a “Change in Recommendation”) in response to an Intervening Event if the Purchaser Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would be a breach of the Purchaser Board’s fiduciary obligations to the Purchaser Shareholders under applicable Law, provided, that: (A) the Seller Representative shall have received written notice from Purchaser of Purchaser’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action by Purchaser (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail, (B) during such period and prior to making a Change in Recommendation, if requested by the Seller Representative, Purchaser and its representatives shall have negotiated in good faith with the Seller Representative regarding any revisions or adjustments proposed by the Seller Representative to the terms and conditions of this Agreement as would enable Purchaser to proceed with its Purchaser Board Recommendation and not make such Change in Recommendation and (C) Purchaser may make a Change in Recommendation only if the Board of Directors of Purchaser, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Seller Representative shall have, prior to the expiration of the 5-Business Day period, proposed, continues to determine in good faith that failure to make a Change in Recommendation would be a breach of its fiduciary duties to the Purchaser Shareholders under applicable Law. An “Intervening Event” shall mean any fact, circumstance, occurrence, event, development, change or condition or combination thereof that (i) was not known or reasonably foreseeable to Purchaser or the Purchaser Board as of the date of this Agreement and (ii) does not relate to any alternative transaction; provided, however, that (1) any change in the price or trading volume of shares of Purchaser Common Stock shall not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account); (2) in no event shall any fact, circumstance, occurrence, event, development, change or condition or combination thereof that has had or would reasonably be expected to have an adverse effect on the business or financial condition of the Company Entities constitute an Intervening Event unless such event, fact, circumstance or development constitutes a Company Material Adverse Effect; and (3) the Company Entities meeting, failing to meet or exceeding projections shall not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account). Purchaser agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting for the purpose of voting on the Purchaser Shareholder Proposals in accordance with the terms of this Agreement shall not be affected by any Change in Recommendation, and Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting and submit for the approval of the Purchaser Shareholders the matters contemplated by the Proxy Statement in accordance with the terms of this Agreement, regardless of whether or not there shall be any Change in Recommendation.

(e) If at any time prior to the Closing Date, any event, circumstance or information relating to Purchaser, any Company Entity or any of their respective Affiliates, officers or directors or other Representatives should be discovered by Purchaser or the Seller Representative, as applicable, that in the reasonable judgment of Purchaser or the Seller Representative, as applicable, should be set forth in an amendment or supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describing such information shall be filed as promptly as reasonably practicable with the SEC by Purchaser and, to the extent required by Law, disseminated to the holders of shares of Purchaser Common Stock.

(f) Subject to this Section 6.07, Purchaser shall use commercially reasonable efforts to complete the Purchaser Share Redemption as promptly as practicable and shall not terminate or withdraw the Purchaser Share Redemption other than in connection with the valid termination of this Agreement. Purchaser shall extend the offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the Purchaser Share Redemption. Nothing in this Section 6.07(f) shall (i) impose any obligation on Purchaser to extend the Purchaser Share Redemption beyond the Termination Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Purchaser to terminate this Agreement in accordance its terms.

Section 6.08 Listing. During the Interim Period, Purchaser shall use all reasonable efforts that are necessary or desirable for Purchaser to remain listed as a public company on, and for the shares of Purchaser Common Stock to be tradable over, NASDAQ.

Section 6.09 No Claim Against the Purchaser Trust Account. Each Seller and the Company acknowledge that they have read the Prospectus and that Purchaser has established the Purchaser Trust Account from the proceeds of Purchaser’s February 2021 initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO for the benefit of Purchaser’s holders of Public Shares (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Purchaser Trust Account, Purchaser may disburse monies from the Purchaser Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of Purchaser’s Business Combination; (b) to the Public Shareholders if Purchaser fails to consummate a Business Combination within twenty-four (24) months from the closing of the IPO; (c) any amounts necessary to pay any Taxes; or (d) to, or on behalf of, Purchaser after or concurrently with the consummation of a Business Combination. Each Seller and the Company hereby agree that they do not now and shall not at any time hereafter have (other than their rights upon Closing) any right, title, interest or claim of any kind in or to any monies in the Purchaser Trust Account or distributions therefrom, or make any claim prior to Closing against the Purchaser Trust Account, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Each Seller and the Company hereby irrevocably waive any Claims they may have against the Purchaser Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser and will not, prior to the Closing, seek recourse against the Purchaser Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the waivers under this Section 6.09 will continue to apply at and after the Closing or termination of this Agreement (as applicable) to distributions made to redeeming Public Shareholders and for transaction expenses paid (including deferred IPO underwriting discount and expenses payable to Purchaser’s underwriters in connection with the IPO). Each Seller and the Company agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by Purchaser to induce it to enter into this Agreement. This Section 6.09 shall not limit the right of Sellers to seek specific performance against Purchaser pursuant to Section 10.13, including the right to seek specific performance against Purchaser to require Purchaser to take such actions contemplated by this Agreement subject to the satisfaction of Purchaser’s conditions to the Closing in Section 7.01 and Section 7.03, and to comply with the terms of the Purchaser Trust Agreement, including distribution of funds from the Purchaser Trust Account upon the Closing in accordance with the terms of this Agreement.

Section 6.10 Section 16 Matters. Prior to the Closing, the Purchaser Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the issuance of shares of Purchaser Common Stock and Purchaser Class B Common Stock by Purchaser, in each case, pursuant to this Agreement to any officer, director or shareholder (by reason of “director by deputization”) of the Company Entities who is expected to become a “covered person” of Purchaser for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder shall be an exempt transaction for purposes of Rule 16b-3 promulgated under the Exchange Act.

Section 6.11 Transaction Litigation. Each of Purchaser, on the one hand, and Sellers and the Seller Representative, on the other hand, shall cooperate with the other and use commercially reasonable efforts in the defense or settlement of any third-party Action relating to the Transactions which is brought or threatened in writing against (a) Purchaser and/or any of their respective directors or officers, or (b) any Seller, any of the Company Entities and/or any of their respective directors or officers. Such cooperation between the Parties shall include (i) keeping the other Parties reasonably and promptly informed of any developments in connection with any such Action, (ii) giving the other Parties a reasonable opportunity to participate in any such Action or settlement thereof (and consider in good faith the suggestions of the other Parties in connection therewith) and (iii) utilizing counsel reasonably agreeable to the Parties (such agreement to counsel not to be unreasonably withheld, conditioned or delayed).

Section 6.12 Director and Officer Liability; Indemnification.

(a) From and after the Closing, Purchaser agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereof.

(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser shall succeed to the obligations set forth in this Section 6.12.

(d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Section 6.13 Third Party Consents and Notices. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain any consents under any Material Contract that are required as a result of the Transactions, as set forth on Section 4.03(b) of the Seller Disclosure Letter; provided, however, that the Company and Purchaser shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from parties to any Material Contract in connection with consummation of the Transactions and in seeking any such actions, notices, consents, approvals or waivers. Assuming the Company has complied with this Section 6.13 in all material respects, obtaining any consents, approvals or waivers shall not, in and of itself, be a condition to Closing; provided that all consents and approvals relating to the Indebtedness listed on Section 4.05(c)(iii) of the Seller Disclosure Letter shall be obtained by the Seller Representative such that all such Indebtedness shall continue after the Closing on the same terms and conditions as prior to Closing.

Section 6.14 No Purchaser Transactions. During the Interim Period, except as otherwise contemplated hereby, none of the Sellers or any of their respective Affiliates, directly or indirectly, shall engage in any transactions involving the securities of Purchaser without the prior written consent of Purchaser.

Section 6.15 Acquisition Proposals and Alternative Transactions.

(a) During the Interim Period, Purchaser will not, and it will cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

(b) During the Interim Period, each Seller will not, and each will cause the Company Entities and their respective Affiliates and Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Company Acquisition Proposal or (d) otherwise cooperate with, assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Section 6.16 Purchaser Public Filings. During the Interim Period, Purchaser will use its reasonable best efforts to keep current, accurate and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

Section 6.17 Financial Statements. As promptly as reasonably practicable after the date of this Agreement, the Seller Representative shall deliver to Purchaser the PCAOB Audited Financial Statements in the form and to the extent that are required to be included in the Proxy Statement, and any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of the Company that are required to be included in the Proxy Statement, in each case, in coordination with an accounting firm retained by Purchaser, it being understood that such accounting firm will assist the Seller Representative in this process and review the PCAOB Audited Financial Statements before being delivered to Purchaser. Each Party shall each use its commercially reasonable efforts (a) to assist the other Party and its auditors and advisors, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company or Purchaser, in preparing as promptly as reasonably practicable any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy Statement and any other filings to be made by Purchaser with the SEC in connection with the Transactions and (b) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Section 6.18 Committed Capital On Demand Facility. If, prior to the delivery of the fully executed and binding Jones CCOD, either Purchaser or the Seller Representative has received a proposal in writing that it believes is superior to the proposed Jones CCOD (the “Alternative CCOD”), then Purchaser and the Seller Representative will discuss the terms of such Alternative CCOD in good faith and decide whether to proceed with such Alternative CCOD instead of the proposed Jones CCOD. If Purchaser and the Seller Representative agree on an Alternative CCOD, and such Alternative CCOD is fully executed and binding prior to or at the Closing, then such Alternative CCOD shall satisfy the condition in Section 7.02(f). If Purchaser and the Seller Representative cannot agree on an Alternative CCOD, then Purchaser and the Seller Representative shall proceed with the proposed Jones CCOD, which if fully executed and binding prior to or at the Closing, shall satisfy the condition in Section 7.02(f). If Purchaser and the Seller Representative proceed with the proposed Jones CCOD, Purchaser will use its reasonable best efforts to negotiate customary closing conditions before executing the Jones CCOD, which it will discuss with the Seller Representative in good faith.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the Transactions are subject to the satisfaction of the following conditions on or before the Closing, any and all of which may be waived in whole or in part by Purchaser, to the extent permitted by applicable Law:

(a) Accuracy of Representations of Sellers. (i) The representations and warranties of (A) all Sellers set forth in ARTICLE III and (B) certain Sellers and the Company set forth in ARTICLE IV (in each case, other than the Seller Fundamental Representations) shall be true and correct in all respects (without giving effect to materiality, Company Material Adverse Effect or similar phrases in such representations and warranties), on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Sellers and the Company to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect, and (ii) the Seller Fundamental Representations will be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

(b) Compliance with Covenants. Each Seller and the Seller Representative shall have performed or complied with all agreements and covenants required by this Agreement and the Ancillary Agreements to be performed or complied with by it at or prior to the Closing Date, in each case in all material respects.

(c) No Company Material Adverse Effect. There shall not have occurred a Company Material Adverse Effect since the date hereof that is continuing.

(d) Acquisition of all of the Digital Virgo Subscribed Shares. All of the Stock Option Holders shall have exercised their Stock Options and the Company shall have acquired all of the Stock Option Subscribed Shares no later than on December 31, 2022, in accordance with the terms and conditions set forth in the Call Option Agreements. Each Stock Option that is not duly exercised prior to December 31, 2022 shall have been cancelled and extinguished, without any consideration from the Company. Sellers shall deliver to Purchaser the documents referred to in Section 2.04(e)(v) as evidence of the satisfaction of this condition precedent.

(e) Closing Certificate. The Seller Representative shall have delivered to Purchaser a certificate, signed by the Seller Representative and dated as of the Closing Date, certifying as to the matters set forth in Section 7.01(a), Section 7.01(b) and Section 7.01(c).

Section 7.02 Conditions to Obligations of Sellers. The obligations of the Sellers to consummate the Transactions are subject to the satisfaction of the following conditions, any and all of which may be waived in whole or in part by the Seller Representative to the extent permitted by applicable Law:

(a) Accuracy of Representations of Purchaser. (i) The representations and warranties of Purchaser set forth in ARTICLE V (other than the Purchaser Fundamental Representations) shall be true and correct in all respects (without giving effect to materiality, Purchaser Material Adverse Effect or similar phrases in such representations and warranties), on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties of Purchaser to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Purchaser Material Adverse Effect, and (ii) the Purchaser Fundamental Representations will be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

(b) Compliance with Covenants. Purchaser shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, in each case in all material respects.

(c) No Purchaser Material Adverse Effect. There shall not have occurred a Purchaser Material Adverse Effect since the date hereof that is continuing.

(d) Available Cash. The amount of Available Cash shall be equal to or greater than $20,000,000.

(e) Closing Certificate. Purchaser shall have delivered to the Seller Representative a certificate, signed by an executive officer of Purchaser and dated as of the Closing Date, certifying as to the matters set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.02(d).

(f) Committed Capital On Demand Facility. Subject to Section 6.18, Purchaser shall have delivered to the Seller Representative a fully executed and binding committed capital on demand facility between Purchaser and a third-party investor (i.e., JonesTrading Institutional Services LLC or one of its Affiliates) for at least $100,000,000 of post-Closing capital to Purchaser and its Subsidiaries (including, after the Closing, the Company) in accordance with the terms of such facility (the “Jones CCOD”), which shall (i) provide those commercial terms set forth in the term sheet made available to the Seller Representative prior to the date of this Agreement and (ii) not be subject to the satisfaction of any conditions other than the completion of the Transactions, standard draw-down conditions and any other customary closing conditions; provided that if Purchaser has complied with Section 6.18, clause (ii) of this Section 7.02(f) shall be deemed to have been satisfied.

Section 7.03 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions are subject to the satisfaction of the following conditions:

(a) Receipt of Regulatory Approval. The Electronic Money Institution Approvals shall have been obtained.

(b) No Restraint. No provision of any applicable Law or Governmental Order shall be in effect prohibiting the consummation of the Transactions (including the Share Sale), and there shall not be any pending Action by any Governmental Authority which would reasonably be expected to result in the issuance of any such Governmental Order.

(c) Purchaser Shareholder Approval. Purchaser shall have cleared the Proxy Statement with the SEC or the SEC shall have advised Purchaser that it will not review or has no further comments, and the approval of the Purchaser Shareholder Proposals other than the advisory charter proposal (the “Purchaser Shareholder Approval”) shall have been duly obtained in accordance with the Laws of the State of Delaware, the Organizational Documents of Purchaser and the rules and regulations of NASDAQ.

(d) Listing. The shares of Purchaser Common Stock to be issued pursuant to the Transactions and any Investment Agreements, if applicable, shall have been conditionally approved for listing on NASDAQ, subject to official notice of the issuance thereof and any requirement to have a sufficient number of round lot holders of shares of Purchaser Common Stock.

(e) Net Tangible Assets. Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

ARTICLE VIII

TERMINATION

Section 8.01 Termination by Mutual Consent. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing by the mutual written consent of Purchaser and the Seller Representative.

Section 8.02 Termination by Purchaser or the Seller Representative. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing by either Purchaser or the Seller Representative if any injunction or other Governmental Order of any Governmental Authority preventing the consummation of the Transactions (including the Share Sale) shall have become final and non-appealable.

Section 8.03 Termination by the Seller Representative. The Seller Representative may terminate this Agreement at any time prior to the Closing by written notice to Purchaser:

(a) upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement or the Ancillary Agreements, or if any representation or warranty of Purchaser shall have become untrue or incorrect, in either case which has rendered the satisfaction of the conditions set forth in Section 7.02(a), Section 7.02(b) or Section 7.02(c) incapable of fulfillment, and such violation or breach has neither been waived by the Seller Representative nor (if capable of being cured) cured by Purchaser within thirty (30) days of Purchaser’s receipt of written notice of such violation or breach from the Seller Representative; provided, however, that the right to terminate this Agreement under this Section 8.03(a) shall not be available to the Seller Representative if any Seller is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements that has not been cured;

(b) if (i) the Closing shall not have occurred by February 15, 2023 (the “Termination Date”), provided, that the (x) Termination Date shall automatically be extended for a three (3)-month period if the Closing has not occurred by reason of (I) the SEC review process taking longer than the Parties anticipate resulting in the Purchaser Special Meeting being unable to be held prior to the Termination Date or (II) Regulatory Approvals, if any, are not received prior to the Termination Date, and (y) Termination Date may be extended to a later date by mutual written consent of Purchaser and the Seller Representative, in each case, such later date shall be deemed the “Termination Date” for purposes of this Agreement; and (ii) the failure of the Closing to occur on or before the Termination Date is not caused by a failure of any Seller to perform and comply in all material respects with its covenants and agreements contained in this Agreement or any of the Ancillary Agreements that are required to be performed or complied with at or prior to Closing;

(c) if Purchaser fails to consummate the Transactions on the fifth (5^th) Business Day following the later of (A) the day on which the last of the conditions set forth in Section 7.01 and Section 7.03 (excluding conditions that, by their nature are to be satisfied at the Closing) are satisfied and (B) the date on which the Seller Representative delivers written notice to Purchaser that the condition in the foregoing clause (A) is satisfied and the Seller Representative has irrevocably confirmed that it is ready, willing and able to consummate the Transactions and is prepared to satisfy the conditions set forth in Section 7.01 and Section 7.03 that cannot be satisfied until Closing on such date; or

(d) if Purchaser fails to consummate the Transactions prior to the Termination Date (as extended, if at all, pursuant to Section 8.03(b)) as a result of Purchaser’s failure to satisfy the condition set forth in Section 7.02(d) and/or Section 7.02(f).

Section 8.04 Termination by Purchaser. Purchaser may terminate this Agreement at any time prior to the Closing by written notice to the Seller Representative:

(a) upon a material breach of any representation, warranty, covenant or agreement on the part of any Seller set forth in this Agreement or the Ancillary Agreements, or if any representation or warranty of any Seller shall have become untrue or incorrect, in either case which has rendered the satisfaction of the conditions set forth in Section 7.01(a), Section 7.01(b) or Section 7.01(c) incapable of fulfillment, and such violation or breach has neither been waived by Purchaser nor (if capable of being cured) cured by such Seller within thirty (30) days of the Seller Representative’s receipt of written notice of such violation or breach from Purchaser; provided, however, that the right to terminate this Agreement under this Section 8.04(a) shall not be available to Purchaser if Purchaser is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements that has not been cured;

(b) if (i) the Closing shall not have occurred by the Termination Date and (ii) the failure of the Closing to occur on or before the Termination Date is not caused by a failure of Purchaser to perform and comply in all material respects with its covenants and agreements contained in this Agreement or any of the Ancillary Agreements that are required to be performed or complied with at or prior to Closing; or

(c) if any Seller fails to consummate the Transactions on the fifth (5^th) Business Day following the later of (A) the day on which the last of the conditions set forth in Section 7.02 and Section 7.03 (excluding conditions that, by their nature are to be satisfied at the Closing) are satisfied and (B) the date on which Purchaser delivers written notice to the Seller Representative that the condition in the foregoing clause (A) is satisfied and Purchaser has irrevocably confirmed that it is ready, willing and able to consummate the Transactions and is prepared to satisfy the conditions set forth in Section 7.02 and Section 7.03 that cannot be satisfied until Closing on such date.

Section 8.05 Effect of Termination. Subject to Section 8.06, if this Agreement is terminated pursuant to this ARTICLE VIII, all further obligations of the Parties under this Agreement (other than those contained in Section 6.09, this Section 8.05 and ARTICLE X, which shall continue in effect) shall be terminated and shall be of no further force and effect, and no Party or its respective Representatives or Affiliates will have any further liability to any other Party; provided that nothing herein shall relieve any Party from liability for such Party’s breach of this Agreement prior to the date of termination or for fraud under applicable Law.

Section 8.06 Termination Fee.

(a) If Purchaser terminates this Agreement pursuant to Section 8.04(c), then the Company shall promptly pay Purchaser a termination fee of $2,000,000 (the “Termination Fee”). The Sellers and the Company acknowledge and agree that (i) the Termination Fee is a fair and reasonable estimate of the actual damages suffered by Purchaser, which amount would otherwise be impossible to calculate with precision, (ii) the Termination Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Termination Fee shall be the sole and exclusive remedy available to Purchaser against the Company and the Sellers (including the Seller Representative); provided, however, that the limitations set forth in this Section 8.06(a) shall not apply to the Liabilities arising from a finding of fraud committed by any Seller or the Company, as determined by a final, non-appealable order in a court of competent jurisdiction.

(b) If the Seller Representative terminates this Agreement pursuant to Section 8.03(c) or Section 8.03(d), then Purchaser shall promptly pay the Company the Termination Fee. Purchaser acknowledges and agrees that (i) the Termination Fee is a fair and reasonable estimate of the actual damages suffered by the Company and the Sellers, which amount would otherwise be impossible to calculate with precision, (ii) the Termination Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Termination Fee shall be the sole and exclusive remedy available to the Company and the Sellers against Purchaser; provided, however, that the limitations set forth in this Section 8.06(b) shall not apply to the Liabilities arising from a finding of fraud committed by Purchaser, as determined by a final, non-appealable order in a court of competent jurisdiction.

ARTICLE IX

TAX MATTERS

Section 9.01 Tax Sharing Agreements. All Tax allocation, indemnification, sharing, gross-up, or similar Contracts or arrangements with respect to or involving a Company Entity, on the one hand, and any Seller and its Affiliates (other than the Company Entities), on the other hand, shall be terminated as of the Closing Date, thereby extinguishing any obligations or liabilities of the Company Entities thereunder.

Section 9.02 Transfer Taxes. All transfer Taxes, stamp Taxes and other sales, use, documentary, excise, and similar Taxes, if any, that are imposed on the Transactions (collectively, “Transfer Taxes”), shall be borne by Purchaser. The Person responsible under Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to Purchaser. The Parties shall reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to any Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. If Purchaser is not responsible for filing such Tax Return, Purchaser shall pay to the Person responsible for filing such Tax Return all Transfer Taxes that they owe pursuant to this Section 9.02 within five (5) Business Days of written demand from the Person responsible for filing such Tax Return, provided that no payment shall be required more than three (3) days before the Transfer Tax is required to be paid.

ARTICLE X

GENERAL PROVISIONS

Section 10.01 Survival. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto shall terminate at the Closing. Notwithstanding the foregoing, neither this Section 10.01 nor anything else in this Agreement to the contrary shall limit: (a) the survival of any covenant or agreement of the Parties which by its terms is required to be performed or complied with in whole or in part after the Closing, which covenants and agreements shall survive the Closing in accordance with their respective terms or (b) any claim against any Person with respect to fraud or willful breach of this Agreement if timely made pursuant to the applicable statute of limitations for such claim.

Section 10.02 Governing Law. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware (without reference to its choice of Law rules).

Section 10.03 Arbitration.

(a) Any Action that is based upon, arises out of, in connection with or relates to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, including regarding their existence, validity, or termination (a “Dispute”) shall first be subject to formal mediation. The Parties concerned will mutually select the mediator and the mediation will be in Paris, France or such other location as the Parties concerned may agree upon. If no amicable resolution or settlement of the Dispute is reached during the mediation process within sixty (60) days after it commences, then the Dispute shall be resolved by binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (“ICC”) and conducted pursuant to its Rules of Arbitration. The place of arbitration shall be Paris, France or such other location as the Parties concerned may agree upon, and the language used in the arbitral proceedings shall be English. The arbitration proceedings shall be subject to the substantive laws of the State of Delaware pursuant to Section 10.02.

(b) There shall be one (1) arbitrator, as shall be agreed upon by the Parties concerned, who shall be an individual skilled in the legal and business aspects of the subject matter of this Agreement and of the dispute. In the absence of such an agreement on the arbitrator, Purchaser shall select one arbitrator and the Seller Representative or, if IODA S.A. is not a Seller concerned by the Dispute, the Sellers concerned shall jointly select one (1) arbitrator and the two (2) arbitrators so selected shall select a third arbitrator. In the event the two arbitrators cannot agree upon the selection of a third arbitrator, such third arbitrator shall be appointed by the ICC.

(c) The award shall be final and binding upon the Parties. Judgment upon the award may be entered in any court having jurisdiction over any Party or any of its assets. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the Party resisting such enforcement. All Disputes shall be resolved in a confidential manner.

(d) The arbitrator or arbitrators shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration or any other information about such arbitration. The parties to the arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may be required by Law or Governmental Authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award. Before making any disclosure permitted by the preceding sentence (other than private disclosure to financial regulatory authorities), the party intending to make such disclosure shall use reasonable efforts to give the other party reasonable written notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests.

(e) For the avoidance of doubt, a request by a Party to a court of competent jurisdiction for interim measures necessary to preserve such Party’s rights, including pre-arbitration attachments, injunctions, or other equitable relief, shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate in this Section 10.03.

Section 10.04 Notices. All notices or other communications, including service of process, required or permitted hereunder shall be in writing and shall be deemed given or delivered and received on the earliest of (a) the day when delivered, if delivered personally, (b) two (2) Business Days after deposit for next-day delivery with an internationally recognized courier or overnight service such as Federal Express or DHL (or upon any earlier receipt confirmed in writing by such service), or (c) the date sent, with no mail undeliverable or other rejection notice, if sent by email, in each case addressed as follows:

If to Purchaser, to:

Goal Acquisitions Corp.

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

Attn: Harvey Schiller

E-mail: Harvey@goalacquisitions.com

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

2029 Century Park East, Suite 2400

Los Angeles, CA 90067

Attn: Will Chuchawat

E-mail: WChuchawat@proskauer.com

If to any the Sellers, the Seller Representative or the Company, to:

IODA S.A.

6, rue du Fort Bourbon

1249 Luxembourg

Grand Duchy of Luxembourg

Attn: Eric Peyre and Emmanuel Lebeau

E-mail: eric.peyre@digitalvirgo.com and emmanuel.lebeau@fifo.lu

with a copy (which shall not constitute notice) to:

Peltier Juvigny Marpeau & Associés

49, avenue de l’Opéra

75002 Paris - France

Attn: Frédéric Peltier

E-mail: f.peltier@pjmassocies.com

and:

Winston & Strawn LLP

68, rue du Faubourg Saint Honoré

75008 Paris - France

Attn: Annie Maudouit-Ridde and Michael Blankenship

E-mail: amaudouit@winston.com and MBlankenship@winston.com

and to such other address or addressee as any such Party has specified by prior written notice to the other Party in accordance with this Section 10.04.

Section 10.05 Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of Purchaser or the Seller Representative, as applicable, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void ab initio. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, express or implied, it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Initial Shareholders shall be third party beneficiaries and entitled to enforce Section 2.09, the D&O Indemnified Parties shall be third party beneficiaries and entitled to enforce Section 6.12, the Released Parties shall be third party beneficiaries and entitled to enforce Section 10.14, Peltier Juvigny Marpeau & Associés and Winston & Strawn LLP shall be third party beneficiaries and entitled to enforce Section 10.16(a), and Proskauer Rose LLP shall be a third party beneficiary and entitled to enforce Section 10.16(b).

Section 10.06 [Reserved].

Section 10.07 Entire Agreement; Amendments; Waiver.

(a) This Agreement, and the Exhibits and Disclosure Letters referred to herein, and the Ancillary Agreements contain the entire understanding of the Parties with regard to the subject matter contained herein or therein, and supersede all prior and contemporaneous agreements, understandings and intents, whether express or implied (whether oral or written), between or among any of the Parties with respect to such subject matter.

(b) No amendment or modification of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by Purchaser and the Seller Representative. No waiver of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the Party against whom enforcement of such waiver is sought. No course of dealing between the Parties shall be deemed to modify, amend or discharge any provision or term of this Agreement. No delay or failure by any Party in the exercise of any of its rights or remedies shall operate as a waiver thereof, and no single or partial exercise by any Party of any such right or remedy shall preclude any other or further exercise thereof. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

Section 10.08 Exhibits, Annexes and Disclosure Letter. All Exhibits, Annexes and Disclosure Letters or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement and any capitalized terms used in any Exhibit, Annex or Disclosure Letter but not otherwise defined therein shall have the meaning set forth in this Agreement. Any item disclosed in any Disclosure Letter referenced by a particular Article or Section in this Agreement shall be deemed to have been disclosed with respect to every other Article or Section in this Agreement if the relevance of such disclosure to such other Articles and Sections is reasonably apparent in light of the form and substance of the disclosure made.

Section 10.09 Severability. If any term or other provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination by a court of competent jurisdiction that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 10.10 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to the other Party. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 10.11 Post-Closing.

(a) Post-Closing Payments Related to the Business. If any payment on accounts receivable of any Company Entity or other assets of a Company Entity is received by any Seller or its Affiliate after the Closing Date, such Seller will hold such amounts received as trustee for, and remit such amounts to, Purchaser by wire transfer of immediately available funds as soon as practicable (and in any event within five (5) Business Days following receipt thereof). Purchaser may endorse and cash any checks or instruments payable or endorsed to any Seller or any Affiliate thereof or its order which are received by Purchaser and which relate to any Company Entity.

(b) Business Relationships. After the Closing, each Seller will cooperate with Purchaser in its efforts to continue and maintain for the benefit of Purchaser those business relationships of such Seller existing prior to the Closing and relating to the Company Entities. Each Seller will refer to Purchaser all inquiries relating to any Company Entity. None of Sellers, their Affiliates or any Representative of either Sellers or their Affiliates shall take any action that would reasonably be expected to diminish the value of the Company Entities after the Closing or that would interfere with the Company Entities.

Section 10.12 Further Assurances. The Parties shall cooperate reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the Transactions. Furthermore, the Parties agree to comply with all Laws in connection with the Transactions.

Section 10.13 Remedies; Specific Performance. The Parties acknowledge that money damages may not be an adequate remedy at law if any Party fails to perform any of its obligations hereunder, and accordingly agree that each Party, in addition to any other remedy to which it may be entitled at Law or in equity, shall be entitled to seek an injunction or similar equitable relief restraining such Party from committing or continuing any such breach (or threatened breach) and to compel specific performance of the obligations of any other Party under this Agreement, without the posting of any bond. No remedy under this Agreement shall be exclusive of any other remedy, and all available remedies shall be cumulative.

Section 10.14 No Recourse. All Actions that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach of this Agreement, and (d) any failure of the Transactions to be consummated, may be made only against (and, without prejudice to the rights of any express third-party beneficiary to whom rights under this Agreement inure pursuant to Section 10.05), Persons that are expressly identified as parties to this Agreement and not against any Released Party. No other Person, including any director, officer, employee, incorporator, member, partner, manager, shareholder, optionholder, Affiliate, agent, attorney or representative of, or any financial advisor or lender to, any Party, or any director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney or representative of, or any financial advisor or lender (each of the foregoing, a “Released Party”) to any of the foregoing shall have any Liabilities (whether in contract or in tort, in Law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d) and each Party, on behalf of itself and its Affiliates, hereby irrevocably releases and forever discharges each of the Released Parties from any such Liability or obligation.

Section 10.15 Fees and Expenses. Except as expressly set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the Transactions or otherwise shall be paid by the Party incurring such fees or expenses; provided that if the Closing occurs, Purchaser shall be responsible for and shall pay at the Closing all Purchaser Transaction Expenses and Seller Transaction Expenses in accordance with the terms of this Agreement.

Section 10.16 Legal Representation.

(a) The Parties, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sellers, the Company Entities and any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Seller Group”), on the one hand, and (y) Purchaser, the Sponsor, the shareholders or holders of other equity interests of Purchaser or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Purchaser Group”), on the other hand, any legal counsel, including Peltier Juvigny Marpeau & Associés and Winston & Strawn LLP, that represented the Sellers prior to the Closing may represent any member of the Seller Group in such dispute even though the interests of such Persons may be directly adverse to Purchaser, and even though such counsel may have represented the Sellers in a matter substantially related to such dispute, or may be handling ongoing matters for the Sellers, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Seller Group, on the one hand, and Peltier Juvigny Marpeau & Associés and Winston & Strawn LLP, on the other hand (the “Peltier & Winston Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Seller Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Purchaser under a common interest agreement shall remain the privileged communications or information of the Company. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Peltier & Winston Privileged Communications, whether located in the records or email server of Purchaser, the Company or their respective Subsidiaries, in any Action against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Peltier & Winston Privileged Communications, by virtue of the Transactions.

(b) The Parties, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) any member of the Seller Group, on the one hand, and (y) any member of the Purchaser Group, on the other hand, any legal counsel, including Proskauer Rose LLP, that represented Purchaser and the Sponsor prior to the Closing may represent any member of the Purchaser Group in such dispute even though the interests of such Persons may be directly adverse to the Company, and even though such counsel may have represented Purchaser in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Purchaser and/or any member of the Purchaser Group, on the one hand, and Proskauer Rose LLP, on the other hand (the “Proskauer Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Purchaser Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by Purchaser prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of Purchaser. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Proskauer Privileged Communications, whether located in the records or email server of Purchaser, the Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Proskauer Privileged Communications, by virtue of the Transactions.

Section 10.17 Seller Representative.

(a) Sellers hereby designate IODA S.A. to serve as the sole and exclusive representative of Sellers (the “Seller Representative”) with respect to those provisions of this Agreement and any Ancillary Agreement that contemplate or permit action by the Seller Representative. The appointment of the Seller Representative is coupled with an interest and shall be irrevocable by Sellers for any reason. The Seller Representative hereby accepts its appointment as representative of Sellers.

(b) In addition to the other rights and authority granted to the Seller Representative elsewhere in this Agreement, Sellers collectively and irrevocably constitute and appoint the Seller Representative as their agent, attorney-in-fact and representative with full powers of substitution to act in the name, place and stead of Sellers to act from and after the date hereof and to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and any Ancillary Agreement, including: (i) execution of the documents and certificates pursuant to this Agreement and the any Ancillary Agreements; (ii) receipt and forwarding of notices and communications pursuant to this Agreement and the any Ancillary Agreements; (iii) administration of the provisions of this Agreement and the any Ancillary Agreements; (iv) giving or agreeing to, on behalf of all Sellers or any Seller, any and all consents, waivers, amendments or modifications deemed by the Seller Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement or any Ancillary Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending this Agreement or any Ancillary Agreements; (vi) negotiating and compromising, on behalf of each Seller, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any Ancillary Agreement; (vii) engaging, and paying fees relating to, attorneys, accountants, agents or consultants on behalf of each Seller in connection with this Agreement or any Ancillary Agreement; and (viii) taking all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of any of the foregoing.

(c) A decision, act, consent or instruction of the Seller Representative shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each Seller, and Purchaser may rely upon any decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of each and every Seller. Purchaser is hereby relieved from any liability to any Person (including Sellers and their respective Affiliates) for any acts done by it in accordance with such decision, act, consent or instruction of the Seller Representative. Notices or communications to or from the Seller Representative shall constitute notice to or from each Seller for purposes of this Agreement. All acts of the Seller Representative hereunder in its capacity as such shall be deemed to be acts on behalf of Sellers. The service by the Seller Representative shall be without compensation. Each Seller hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Seller Representative under this Agreement and hereby agrees to indemnify and hold harmless, jointly and severally, the Seller Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred or suffered by the Seller Representative acting in such capacity, provided that the Seller Representative was acting in good faith.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have duly executed this Business Combination Agreement as of the date first above written.

[Signature Page to Business Combination Agreement]

[Signature Page to Business Combination Agreement]

[Signature Page to Business Combination Agreement]

[Signature Page to Business Combination Agreement]

Annexe A - Consideration Spreadsheet

“[***]”

Exhibit A

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2022 by Goal Acquisitions Sponsor LLC, a Delaware limited liability company (“Sponsor”) and each of the persons set forth on Schedule A hereto (together with the Sponsor, the “Purchaser Stockholders” and each a “Purchaser Stockholder”) and is hereby acknowledged by Goal Acquisitions Corp., a Delaware corporation (“Purchaser”) and IODA S.A., in its capacity as Seller Representative (as defined in the Business Combination Agreement (as defined below)).

WHEREAS, Purchaser, the Seller Representative, Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered office is at 88 rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 914 138 615 R.C.S. Lyon (the “Company”), and all shareholders of the Company (the “Sellers”) are concurrently herewith entering into a Business Combination Agreement dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement) pursuant to which, among other things, Purchaser will acquire from the Sellers the Purchased Shares, on the terms and subject to the conditions therein;

WHEREAS, each Purchaser Stockholder is, as of the date of this Agreement, the beneficial and the sole legal owner of a number of shares of common stock of Purchaser, par value $0.0001 per share, set forth opposite such Purchaser Stockholder’s name on Schedule A attached hereto (the “Purchaser Shares”, and together with any other Purchaser Shares acquired by such Purchaser Stockholder after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”);

WHEREAS, Sponsor is, as of the date of this Agreement, the beneficial and the sole legal owner of warrants to purchase a number of shares of Class A Common Stock at a price of $11.50 per share, as set forth on Schedule A attached hereto (the “Purchaser Warrants”); and

WHEREAS, as a condition to their willingness to enter into the Business Combination Agreement, Purchaser and the Seller Representative have requested that the Purchaser Stockholders enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
Representations and Warranties

Sponsor and each other Purchaser Stockholder hereby represents and warrants, solely as to itself, himself or herself, severally and not jointly, to Purchaser and the Seller Representative:

1.1. Incorporation and Power.

(a) With respect to Sponsor only, Sponsor (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted, and (ii) is not in breach of Sponsor’s Organizational Documents.

(b) With respect to each Purchaser Shareholder other than the Sponsor that is a legal entity, (i) such Purchaser Shareholder is a duly organized legal entity, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted, and (ii) is not in breach of such Purchaser Shareholder’s Organizational Documents.

1.2. Authorization; No Breach; Valid and Binding Agreement.

(a) With respect to Sponsor only, (i) Sponsor has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance of this Agreement by Sponsor, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; and (iii) no other corporate actions or proceedings on the part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby.

(b) With respect to each Purchaser Shareholder other than the Sponsor, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby.

(c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s Organizational Documents (with respect to Sponsor only), (ii) any Contract or Permit to which such Purchaser Shareholder or its, his or her properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated hereby.

(d) This Agreement has been duly executed and delivered by such Purchaser Stockholder and constitutes a valid and binding legal obligation of such Purchaser Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.

1.3. Subject Shares. Such Purchaser Stockholder is the beneficial and sole legal owner of the Purchaser Shares and, if applicable, the Purchaser Warrants held by such Purchaser Stockholder and all such Purchaser Shares and, if applicable, the Purchaser Warrants are owned by such Purchaser Stockholder free and clear of all Liens, other than Liens pursuant to this Agreement or applicable federal or state securities Laws. Such Purchaser Stockholder does not legally own any shares or other equity securities or securities convertible, exercisable or exchangeable into equity securities of Purchaser other than (i) the Purchaser Shares and, if applicable, the Purchaser Warrants held by it and (ii) with respect to Sponsor only, the Sponsor Expense Advancement Agreement. Such Purchaser Stockholder has the sole right to vote the Purchaser Shares held by it, and none of the Purchaser Shares held by it is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Purchaser Shares, except as contemplated by this Agreement, the Business Combination Agreement or any Ancillary Agreement.

1.4. Orders. There is no Governmental Order pending or, to the knowledge of such Purchaser Stockholder, threatened or contemplated, by or against such Purchaser Stockholder, that seeks to delay, limit or prevent the performance by such Purchaser Stockholder of its obligations under this Agreement.

1.5. Brokerage Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by such Purchaser Stockholder for which Purchaser or any of its Affiliates may become liable.

1.6. Affiliate Arrangements. With respect to Sponsor only, neither Sponsor nor any of its Affiliates is party to, or has any rights with respect to or arising from, any Contract with Purchaser, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions or as set forth in the Purchaser SEC Documents.

1.7. Acknowledgement. Such Purchaser Stockholder expressly understands and acknowledges that each of Purchaser, the Sellers and the Seller Representative is entering into the Business Combination Agreement and Ancillary Agreements in reliance upon such Purchaser Stockholder’s execution and delivery of this Agreement.

ARTICLE II

Support Agreement; Certain Other Covenants of the Purchaser Stockholders

2.1. Binding Effect of Business Combination Agreement. Sponsor hereby acknowledges that it has read the Business Combination Agreement and Sponsor has had a reasonable opportunity to consult with its tax and legal advisors. Sponsor shall be bound by, and comply with, the obligations of Purchaser pursuant to Section 6.04 (Public Announcements) and Section 6.15(a) (Acquisition Proposals and Alternative Transactions) of the Business Combination Agreement (and any relevant definitions contained in such Sections) as if Sponsor was an original signatory to the Business Combination Agreement with respect to such provisions.

2.2. Agreement to Vote.

(a) In Favor of the Transactions. At any meeting of Purchaser (or at any adjournment thereof) or in connection with any shareholder written resolution of Purchaser, or in any other circumstances upon which a vote, consent, resolution or other approval with respect to the Business Combination Agreement, the Ancillary Agreements, or any Transaction is sought, each Purchaser Stockholder shall, (i) if a meeting is held, appear at such meeting or otherwise cause its Subject Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted (including, but not limited to, by class vote and/or shareholder written consent or written resolution, if applicable) its Subject Shares in favor of granting the Purchaser Shareholder Approval or, if there are insufficient votes in favor of granting the Purchaser Shareholder Approval, in favor of the adjournment of such general meeting of Purchaser to a later date.

(b) Against Other Transactions. At any meeting of Purchaser (or at any adjournment thereof) or in connection with any shareholder written resolution of Purchaser, or in any other circumstances upon which a Purchaser Stockholder’s vote, consent, resolution or other approval is sought, each Purchaser Stockholder shall vote (or cause to be voted) its Subject Shares (including, but not limited to, by withholding class vote and/or written consent or written resolution, if applicable) against (i) any business combination agreement, merger agreement or merger (other than the Business Combination Agreement, Ancillary Agreements and the Transactions), acquisition, scheme, arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of, or by, Purchaser (including, but not limited to, any public offering of any shares of Purchaser), any of its Subsidiaries, or a newly-formed holding company of Purchaser or such Subsidiaries, other than in connection with the Transactions in accordance with the terms of the Business Combination Agreement, (ii) any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time, relating to a Business Combination for Purchaser other than the Transactions, (iii) any change in the business, management, control or board of directors of Purchaser (other than in connection with the Transactions and the Purchaser Shareholder Proposals), (iv) any amendment of the Organizational Documents of Purchaser or other proposal or transaction involving Purchaser or any of its Subsidiaries (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement), and (v) any other action, proposal, plan, scheme, arrangement or agreement that would be reasonably likely to (A) prevent, impede, interfere with, delay, postpone, obstruct or attempt to discourage, adversely affect, impair, frustrate the purposes of, result in a breach by Purchaser of, prevent or nullify, any provision of the Business Combination Agreement or any Ancillary Agreement or the Transactions, (B) change in any manner the voting rights of any class of Purchaser’s capital stock (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement), (C) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser under the Business Combination Agreement or any Ancillary Agreement, (D) result in any of the conditions set forth in Article VII of the Business Combination Agreement not being fulfilled or (E) change in any manner the dividend policy or capitalization of, or any class of capital stock of, Purchaser (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement).

(c) Revoke Other Proxies. Each Purchaser Stockholder represents and covenants that any proxies or agreements heretofore given in respect of its Subject Shares that may still be in effect are not irrevocable, and any such proxies or agreements have been or are hereby revoked.

2.3. Insider Letter Agreement. No Purchaser Stockholder shall modify or amend the Insider Letter Agreement, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions.

2.4. Purchaser Contracts. No Purchaser Stockholder shall enter into, renew or amend any Contract (or transaction) between or among a Purchaser Stockholder or any Affiliate of a Purchaser Stockholder (other than Purchaser or any of its Subsidiaries), on the one hand, and Purchaser or any of Purchaser’s Subsidiaries, on the other hand, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions or Working Capital Loans.

2.5. No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

2.6. No Solicitation. During the Interim Period, each Purchaser Stockholder agrees not to, directly or indirectly, (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Notwithstanding anything contained herein to the contrary, (i) no Purchaser Stockholder shall be responsible for the actions of Purchaser or its board of directors (or any committee thereof), or any of Purchaser’s officers, employees, or professional advisors (the “Purchaser Related Parties”), including with respect to any of the matters contemplated by this Section 2.6, (ii) no Purchaser Stockholder makes any representations or warranties with respect to the action of any of the Purchaser Related Parties and (iii) any breach by Purchaser of its obligations under the Business Combination Agreement shall not be considered a breach of this Section 2.6 (for the avoidance of doubt, it being understood that each Purchaser Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Purchaser Related Party) of this Section 2.6.

2.7. No Redemption. Each Purchaser Stockholder irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement, such Purchaser Stockholder shall not elect to have any Subject Shares redeemed and shall also not directly or indirectly submit or surrender any of its Subject Shares for redemption in connection with the Transactions or otherwise.

2.8. New Shares. In the event that prior to the Closing (i) any Purchaser Shares, Purchaser Warrants or other securities are issued or otherwise distributed to such Purchaser Stockholder pursuant to any stock dividend or distribution, or any change in any of the Purchaser Shares, Purchaser Warrants or other capital stock of Purchaser by reason of any stock split-up, recapitalization, combination, exchange of shares or the like, (ii) such Purchaser Stockholder acquires legal or beneficial ownership of any Purchaser Shares or Purchaser Warrants after the date of this Agreement, including upon exercise of options or settlement of restricted share units or (iii) such Purchaser Stockholder acquires the right to vote or share in the voting of any Purchaser Shares after the date of this Agreement (collectively, the “New Securities”), then the following shall apply: the terms “Subject Shares” and “Purchaser Warrants”, as applicable, shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into) and be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares or Purchaser Warrants owned by such Purchaser Stockholder as of the date hereof.

2.9. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (i) no Purchaser Stockholder makes any agreement or understanding herein in any capacity other than in its capacity as an actual or prospective record holder and beneficial owner of the Subject Shares, and (ii) nothing herein will be construed to limit or affect any action or inaction by any Purchaser Stockholder or any representative of such Purchaser Stockholder serving as a member of the board of directors (or other similar governing body) of Purchaser or as an officer, employee or fiduciary of Purchaser, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of Purchaser.

2.10. Termination. This Agreement shall terminate upon the earliest of (i) the Closing and (ii) the termination of the Business Combination Agreement in accordance with its terms and conditions; provided, however, that upon such termination, Section 2.9, this Section 2.10 and Article III shall survive indefinitely).

2.11. Additional Matters. Each Purchaser Stockholder shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Purchaser or the Seller Representative may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement, the Business Combination Agreement and any other Ancillary Agreement, including the Investor Rights Agreement (with respect to Sponsor only), (ii) refrain from exercising any veto right, consent right or similar right (whether under the Organizational Documents of Purchaser, under applicable Law or otherwise) which would impede, disrupt, limit, restrict, obstruct, prevent or otherwise adversely affect the consummation of the Transactions, and (iii) with respect to Sponsor only, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonable necessary to consummate the Transactions on the terms and subject to the conditions applicable thereto and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions to the Transactions set forth under the Business Combination Agreement.

ARTICLE III

General Provisions

3.1. Notice. All notices, demands and other communications hereunder shall be in writing and be given to the Purchaser Stockholders addressed as follows:

c/o Goal Acquisitions Sponsor LLC

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

Attn: Alex Greystoke

E-mail: alexhsc2@gmail.com

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

2029 Century Park East, Suite 2400

Los Angeles, CA 90067

Attention: Will Chuchawat

Email: WChuchawat@proskauer.com

(or at such other address for a party as shall be specified by like notice). The notice shall be deemed given or delivered and received on the earliest of (a) the day when delivered, if delivered personally, (b) two (2) Business Days after deposit for next-day delivery with a nationally or internationally recognized courier or overnight service such as Federal Express or DHL (or upon any earlier receipt confirmed in writing by such service), (c) seven (7) Business Days after mailing via U.S. certified or registered mail, return receipt requested, or (d) the date sent, with no mail undeliverable or other rejection notice, if sent by email.

3.2. Remedies; Specific Performance. The parties hereto acknowledge that money damages may not be an adequate remedy at law if any party fails to perform any of its obligations hereunder. Accordingly, the parties agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to seek an injunction or similar equitable relief restraining such party from committing or continuing any breach or threatened breach and to compel specific performance of the obligations of any other party under this Agreement, without the posting of any bond. No remedy under this Agreement shall be exclusive of any other remedy, and all available remedies shall be cumulative.

3.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without reference to its choice of law rules).

3.4. Consent to Jurisdiction; Waiver of Jury Trial. Any dispute, controversy, difference, or claim based on, arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by Section 10.03 of the Business Combination Agreement, which is hereby incorporated by reference.

3.5. Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned (including by operation of law) without the prior written consent of all of the parties hereto. Any attempted assignment of rights or obligations in violation of this Section 3.5 shall be null and void ab initio.

3.6. Amendment; Waiver. This Agreement may not be amended, changed, supplemented or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Purchaser Stockholders, Purchaser and the Seller Representative. No waiver of any provision or default under, nor consent to any exception to, the terms and conditions of this Agreement shall be effective unless in writing and signed by the party to be so bound, and then only to the extent and for the specific purpose in the instance so provided.

3.7. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.8. Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against any party hereto. This Agreement shall be deemed jointly drafted by each of the parties. Each party has availed, or had the opportunity to avail, the advice and assistance of independent legal counsel.

3.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to the other parties. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

3.10. Entire Agreement. This Agreement and the agreements referenced herein (including, but not limited to, the Business Combination Agreement and Ancillary Agreements) constitute the entire agreement and complete understanding of the parties hereto in respect of the subject matter hereof and supersede any and all prior understandings, agreements or representations (whether oral, written, implied or otherwise) by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

3.11. No Third Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the parties and shall create no rights or obligations enforceable by any other third party (including, but not limited to, employees, contractors or representatives of a party).

3.12. Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires:

(a) the meanings of defined terms are applicable to the singular as well as the plural forms of such terms;

(b) the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall mean “without limitation;”

(d) the captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; and

(e) pronouns of any gender or neuter shall include, as appropriate, the other pronoun forms.

[Signature pages follow]

IN WITNESS WHEREOF, each party has duly executed this Agreement as of the date first written above.

[Signature Page to Sponsor Support Agreement]

[Signature Page to Sponsor Support Agreement]

[Signature Page to Sponsor Support Agreement]