425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2022

BREEZE HOLDINGS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware	001-39718	85-1849315
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

955 W. John Carpenter Freeway, Suite 100-929

Irving, TX 75039

(Address of principal executive offices)

(619) 500-7747

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BREZ	The NASDAQ Stock Market LLC
Rights exchangeable into one-twentieth of one share of common stock	BREZR	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share	BREZW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

Business Combination Agreement

On January 26, 2022, Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Combination Agreement”), by and among Breeze, D-Orbit S.p.A, an Italian Società per azioni (“D-Orbit”), D-Orbit S.A., a newly-formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”), Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Seraphim Space (Manager) LLP, a UK limited liability partnership. Upon consummation of the transactions contemplated by the Combination Agreement (the “Business Combination”), Holdco would become the Nasdaq-listed parent company of both Breeze and D-Orbit, with the former Breeze stockholders (including the sponsor) owning pro forma approximately 11% and former D-Orbit shareholders owning approximately 84% of the Holdco Shares outstanding immediately after closing, assuming no redemptions.

The Combination Agreement and the Business Combination have been approved by the boards of directors of each of Breeze, D-Orbit and Holdco.

The Business Combination

The Combination Agreement provides that, on the terms and subject to the conditions contained therein, (i) each of the D-Orbit shareholders will enter into a Contribution and Exchange Agreement with D-Orbit and Holdco (each an “Exchange Agreement”), pursuant to which each such shareholder will agree to contribute all of their shares of D-Orbit (“D-Orbit Shares”) to Holdco, resulting in D-Orbit becoming a subsidiary of Holdco, in exchange for a number of ordinary shares of Holdco (“Holdco Shares”) equal to (x) the number of D-Orbit Shares contributed by such shareholder times (y) the Exchange Ratio (as defined below; such exchange, the “Exchange,” and the effective time of the Exchange, the “Exchange Effective Time”), and (ii) following the consummation of the Exchange, Merger Sub will merge with and into Breeze, with Breeze becoming a wholly-owned subsidiary of Holdco (the “Merger”), and each share of common stock, par value $0.0001 per share, of Breeze (“Breeze Common Stock”) will be converted into one Holdco Share.

The Business Combination is expected to close in the second or third quarter of 2022, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by Breeze’s stockholders and the contribution by the D-Orbit shareholders of the D-Orbit Shares.

Business Combination Consideration

In accordance with the terms and subject to the conditions of the Combination Agreement,

● Each issued and outstanding D-Orbit Share contributed to Holdco pursuant to the applicable Exchange Agreement will entitle the contributing D-Orbit shareholder to receive a number of Holdco Shares equal to the quotient of (x) $1.2 billion divided by (y) the number of D-Orbit Shares outstanding immediately before the Exchange Effective Time, assuming the exercise of all vested options to acquire D-Orbit Shares then outstanding, divided by (z) $10 (the “Exchange Ratio”);

● Each share of Breeze Common Stock issued and outstanding immediately prior to the time the Merger becomes effective (the “Merger Effective Time”) (other than shares held in treasury by Breeze, which will be cancelled for no consideration) will be converted into one Holdco Share;

1

● Each outstanding right to acquire 1/20^th of a share of Breeze Common Stock (a “Breeze Right”) will be converted into the right to receive 1/20^th of a Holdco Share;

● Each outstanding warrant to acquire shares of Breeze Common Stock (a “Breeze Warrant”) will be assumed by Holdco and converted into a warrant to acquire an equal number of Holdco Shares at an exercise price of $11.50 per share, subject to adjustment as described in the Breeze Warrant, at any time commencing 30 days after the Closing Date until five years after the Closing Date;

● Each outstanding vested and unvested D-Orbit option is anticipated to be converted into the right to receive an option issued by Holdco for a number of Holdco Shares equal (x) to the number of D-Orbit Shares subject to such D-Orbit option immediately prior to the Exchange Effective Time multiplied by (y) the Exchange Ratio;

● Each outstanding D-Orbit warrant is anticipated to be either exercised or converted into cash or warrants to acquire Holdco Shares prior to the Merger Effective Time or otherwise will remain in effect under its existing terms; and

● Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.01 per share, of the surviving corporation of the Merger.

Governance

Immediately after the closing of the Business Combination, Holdco’s board of directors will consist of seven directors. Three of the anticipated directors are Luca Rossettini, Ph.D., the Chief Executive Officer of D-Orbit, and A. Ché Bolden, the President and CEO, and Renee Wynn, Senior Advisor, of The Charles F. Bolden Group, a consortium of leaders with space and aerospace experience, with which Breeze and D-Orbit are partnering. The remaining directors will be identified by D-Orbit. D-Orbit, Holdco’s operating subsidiary, will continue to be managed by its existing management team.

Representations and Warranties; Covenants

The Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. In addition, Holdco has agreed to adopt an equity incentive plan and an employee stock purchase plan as described in the Combination Agreement.

Conditions to Each Party’s Obligations

The obligation of each of Breeze, D-Orbit, Holdco and Merger Sub to consummate the Business Combination is subject to the fulfillment (or waiver) of certain closing conditions, including, but not limited to, (i) the approval of Breeze’s stockholders, (ii) the Contribution Agreement being signed by D-Orbit shareholders that beneficially own at least 90% of the D-Orbit Shares immediately prior to the Exchange Effective Time; (iii) the approval of Holdco’s board and Seraphim, as the sole stockholder of Holdco prior to the Closing, (iv) obtaining certain Italian governmental approvals, (v) the Registration Statement becoming effective, and the approval by Nasdaq of Holdco’s listing application for certain of the Holdco Shares, and (vi) delivery of independent auditor reports relating to the issuance of Holdco Shares pursuant to the Exchange and the Merger.

In addition, the obligation of Breeze to consummate the Business Combination is subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of D-Orbit, Holdco and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of D-Orbit, Holdco, and Merger Sub having been performed or complied with in all material respects, and (ii) no Material Adverse Effect (as defined in the Combination Agreement) having occurred.

2

The obligation of D-Orbit to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Breeze being true and correct to the standards applicable to such representations and warranties and each of the covenants of Breeze having been performed or complied with in all material respects, (ii) the Minimum Cash Amount (as defined in the Combination Agreement) equaling no less than $94,000,000, (iii) Breeze’s total net tangible assets being no less than $5,000,001 and (iv) receipt of the resignation and release letters of all officers and directors of Breeze.

Termination

The Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Breeze and D-Orbit, (ii) subject to certain limited exceptions, by either Breeze or D-Orbit if the Business Combination is not consummated by the eight month anniversary of the signing date, (iii) by either Breeze or D-Orbit if any of the required stockholder approvals are not obtained at the Breeze stockholders meeting, (iv) by Breeze upon a material breach of the representations and warranties of D-Orbit, Holdco or Merger Sub or if D-Orbit, Holdco or Merger Sub fails to perform certain covenants or agreements set forth in the Combination Agreement, in each case, subject to certain conditions, and (v) by D-Orbit if there is a material breach of the representations and warranties of Breeze or if Breeze fails to perform certain covenants or agreements set forth in the Combination Agreement, in each case, subject to certain conditions.

If the Combination Agreement is validly terminated, none of the parties thereto will have any liability or any further obligation under the Combination Agreement other than customary confidentiality obligations, except in the case of knowing and intentional breach. Under certain circumstances, if, prior to the Breeze stockholders meeting Breeze or D-Orbit terminates the Combination Agreement due to a knowing and intentional breach by the other, the terminating party will be entitled to receive from the party that breached a termination fee of $10 million, in the case of a breach by D-Orbit, or $3 million, in the case of a breach by Breeze.

Copies of the Combination Agreement and the forms of the Exchange Agreements are filed with this Current Report on Form 8-K as Exhibits 2.1, 2.2, and 2.3 respectively, and are incorporated herein by reference, and the foregoing descriptions of the Combination Agreement and the Exchange Agreements are qualified in their entirety by reference thereto.

The Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Combination Agreement are also modified or qualified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Breeze does not believe that these schedules contain information that is material to an investment decision.

Stockholder Support Agreements

Concurrently with the execution of the Combination Agreement, Breeze, Breeze Sponsor, LLC and certain other holders of Breeze Common Stock and Breeze Warrants entered into a SPAC Stockholder Support Agreement (the “Breeze Stockholder Support Agreement”), pursuant to which such holders agreed, among other things, (i) to vote at any meeting of the stockholders of Breeze all of its shares of Breeze Common Stock held of record or thereafter acquired in favor of the proposals required to effect the Business Combination, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Breeze Stockholder Support Agreement.

3

The foregoing description of the Breeze Stockholder Support Agreement is subject to and qualified in its entirety by reference to the full text of the Breeze Stockholder Support Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

Concurrently with the execution of the Combination Agreement, D-Orbit, Holdco and certain D-Orbit shareholders entered into a Company Stockholder Support Agreement providing that, among other things, the D-Orbit shareholders party thereto will contribute their D-Orbit Shares to Holdco in the Exchange pursuant to an Exchange Agreement.

Registration Rights and Lock-Up Agreements

Breeze, Holdco and certain holders of Breeze Common Stock and D-Orbit Shares will enter into registration rights and lock-up agreements (the “Shareholder Registration Rights and Lock-Up Agreement”), pursuant to which, among other things, Holdco will grant to such shareholders certain customary registration rights with respect to the Holdco Shares they receive in the Business Combination, and certain shareholders of Breeze will agree to be subject to post-closing lock-ups with respect to such Holdco Shares. The Exchange Agreement to be entered into by the Existing Company Shareholders (as defined in the Combination Agreement) also includes a post-closing lockup with respect to the Holdco Shares to be issued to such Existing Company Shareholders, which will extend from the Effective Time until the earlier of (i) one year after the Effective Time or (ii) such date on which Holdco completes a transaction that results in all Holdco stockholders having the right to exchange their Holdco Shares for cash, securities or other property. The lock-ups include certain exceptions for permitted transfers to allow (x) each shareholder subject to the lock-up to transfer up to ten percent (10%) of such shareholder’s Holdco Shares after 180 days, subject to certain conditions relating to trading price; (y) each Existing Company Shareholder to transfer a number of Holdco Shares equal to the number of Holdco Shares such Existing Company Shareholder subscribes for pursuant to a subscription agreement with Holdco (up to an aggregate limit of 4,800,000 Holdco Shares for all participating Existing Company Shareholders); and (z) each of the two founders of D-Orbit to transfer up to 250,000 of such founder’s Holdco Shares.

The foregoing description of the Shareholder Registration Rights and Lock-Up Agreement is subject to and qualified in its entirety by reference to the full text of the form of Shareholder Registration Rights and Lock-Up Agreement, a copy of which is filed as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

The Converted Company Shareholders (as defined in the Combination Agreement) will enter into the Investor Registration Rights Agreement described under “Ancillary Financings (Private Placements)” below.

Ancillary Financings (Private Placements)

Convertible Debenture Financing

Prior to execution of the Combination Agreement, on January 26, 2022, Breeze, Holdco and D-Orbit entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an entity managed by ATW Partners, LLC (the “Debenture Investor”), pursuant to which the Debenture Investor agreed to purchase, and Holdco agreed to issue and sell to the Debenture Investor, on the Closing Date an aggregate principal amount of $30,000,000 of Holdco’s Original Issue Discount Convertible Debentures (the “Debentures”) due four years from their date of issuance (the “Debenture Financing”) with net proceeds of $29,126,214 (which is net of an original issuance discount). The Debentures will have an interest rate of 2.75% over the prime rate established by the Wall Street Journal. Subject to certain beneficial ownership limitations, the Debentures will be convertible, in whole or in part at the election of the holder, into Holdco Shares at a conversion price of $12.00 per share (the “Conversion Price”). Prior to the maturity date of the Debentures, Holdco may prepay all or any portion of the Debentures, upon sixty (60) business days’ written notice, for 110% of the total outstanding balance of the Debentures being redeemed. Holdco may force conversion of all or any portion of the Debentures after the later of (i) the Effective Date (as defined in the Securities Purchase Agreement) and (ii) the first anniversary of the Closing Date, subject to the Debenture Investor’s prior right to convert its Debenture, if the trading price of the Holdco Shares exceeds 130% of the Conversion Price during 20 out of the preceding 30 trading days (the “Measurement Period”) and the 30-day average daily trading volume ending on, and including, the last trading day of such 30-trading day period exceeds $2,000,000. In the event of a prepayment or forced conversion of the Debentures, Holdco will be obligated to issue additional Debenture Investor Warrants (defined below) exercisable at 130% of the Conversion Price for 25% of the principal amount of the Debentures being prepaid (in the event of a prepayment) or subject to conversion (in the event of a forced conversion), divided by the Conversion Price. Holdco may at its election pay any interest payments on the Debentures in the form of Holdco Shares pursuant to and in accordance with the terms of the Debentures.

4

Pursuant to the Securities Purchase Agreement, Holdco also agreed to issue, immediately following the Closing and for no additional consideration, warrants to purchase 2,400,000 Holdco Shares (the “Debenture Investor Warrants”) to the Debenture Investor and callable warrants (the “Callable Warrants”) to an affiliate of the Debenture Investor (the “Callable Warrant Holder”) to acquire up to 12,000,000 Holdco Shares (the “Callable Shares”). Subject to certain beneficial ownership limitations, the Warrants will be initially exercisable after the issuance date at an exercise price equal to $12.50 per Holdco Share, subject to adjustments as provided under the terms of the Warrants. The Warrants will terminate seven and one-half years after the initial exercise date. The Warrants will also include anti-dilution protection on the price and the number of shares issuable with respect to future equity offerings by Holdco. The Warrants will also include customary cashless exercise or net exercise provisions, which may be exercised if the underlying Holdco Shares are not subject to an effective registration statement at the time of exercise.

The Callable Warrants will be callable by Holdco after the Effective Date if, on a call date, (i) the simple average of the volume weighted average price per Holdco Share for each of five consecutive trading days prior to such call date exceeds $5.00 and (ii) the average trading volume for the three-trading day period prior to such call date exceeds 50,000 Holdco Shares. Each call notice will be for an amount of Callable Shares equal to the lesser of 10,000,000 Callable Shares and 15% of the daily trading volume of the Holdco Shares and subject to certain beneficial ownership limitations. The call exercise price for Holdco shall be an amount equal to 95% of the volume weighted average price of the Holdco Shares for the two-day period following the call notice. The Callable Warrants may be exercised by the Callable Warrant Holder after the issuance date at an exercise price equal to $30.00 per Callable Share. The Callable Warrants will terminate three years after the Closing Date unless earlier terminated by Holdco after providing five trading days’ advance notice to the Callable Warrant Holder. The Callable Warrants will not include cashless exercise or net exercise provisions.

In addition, Holdco also agreed with the Debenture Investor that until the earlier of (i) the date the Debentures are no longer outstanding and (ii) the later of the three year anniversary of entering into the Securities Purchase Agreement and the date that less than fifty percent (50%) of the principal amount of the Debentures is outstanding, Holdco will not effect or enter into an agreement to effect a transaction (a “Variable Rate Transaction”) in which Holdco, Breeze or D-Orbit:

● issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the Holdco’s Shares at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of D-Orbit or the market for Holdco’s common stock; or

5

● enters into any agreement (including, without limitation, an “equity line of credit”) whereby Holdco may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights); provided that the Callable Warrant and any instrument with a floor price of $20 per Holdco Share or higher will not be deemed to be a Variable Rate Transaction.

The Securities Purchase Agreement and all rights and obligations of the parties thereunder will terminate without any further liability on the part of any party in respect thereof upon the earlier to occur of: (a) the mutual written agreement of each of the parties thereto to terminate the Securities Purchase Agreement; (b) termination of the Combination Agreement in accordance with its terms; or (c) the twelve month anniversary of the date of the Securities Purchase Agreement.

Holdco has also agreed with the Debenture Investor that, subject to certain exceptions, if Holdco issues equity securities within the four years following the Closing Date, the Debenture Investor will be entitled to purchase in the aggregate 2.5% of the securities on substantially the same terms, conditions and price provided for in the proposed issuance of securities.

Holdco paid the Debenture Investor a commitment fee of $35,000 prior to execution of the Securities Purchase Agreement. At the Closing, Holdco will be obligated to reimburse the Debenture Investor for the documented reasonable legal fees incurred by it, not to exceed $250,000.

Pursuant to a Registration Rights Agreement (the “Investor Registration Rights Agreement”) to be entered into with the Debenture Investor, the Converted Company Shareholders and the PIPE Investors (as defined below), Holdco will file a registration statement with the SEC to register the resale of the Holdco Shares underlying the Debentures, Debenture Investor Warrants and Callable Warrants and the Holdco Shares held by the PIPE Investors, and Holdco will use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, subject to certain terms and conditions as described in the Investor Registration Rights Agreement.

The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Securities Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, Holdco. Accordingly, the Securities Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding D-Orbit and Holdco. Breeze stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Holdco, D-Orbit or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Securities Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The Securities Purchase Agreement and the forms of the Debenture, Warrant, Callable Warrant and Investor Registration Rights Agreement are filed as Exhibits 10.3, 4.1, 4.2, 4.3 and 10.4, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

6

The closing of the Debenture Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.

PIPE Financing

In advance of entering into the Combination Agreement, D-Orbit and Holdco entered into Subscription Agreements (the “Subscription Agreements”) with certain D-Orbit shareholders (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and Holdco agreed to issue and sell to the PIPE Investors, 550,000 newly issued Holdco Shares for gross proceeds of approximately $5.5 million (the “PIPE Financing”).

Each Subscription Agreement provides that it will terminate upon the earlier to occur of (i) termination of the Combination Agreement in accordance with its terms and (ii) the mutual written agreement of each of the parties thereto to terminate the Subscription Agreement. The Holdco Shares received by the PIPE Investors will be included in the Holdco Shares registered for resale pursuant to the Investor Registration Rights Agreement.

The form of the Subscription Agreements is filed as Exhibit 10.5 to this Current Report on Form 8-K. The foregoing summary of the terms of the Subscription Agreements is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.

The closings of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.

D-Orbit Bond Financing

Prior to entering into the Combination Agreement, D-Orbit entered into Convertible Bond Subscription Agreements with certain investors (the “Convertible Bondholders”) pursuant to which the Convertible Bondholders purchased Convertible Bonds from D-Orbit in exchange for approximately $59 million (€51.5 million). The Convertible Bonds will convert into D-Orbit Shares immediately prior to the Exchange, at which time the Convertible Bondholders will become the Converted Company Shareholders. The Converted Company Shareholders will receive Holdco Shares in exchange for their D-Orbit Shares pursuant to the Exchange along with the Existing Company Shareholders. The Holdco Shares received by the Converted Company Shareholders will be included in the Holdco Shares registered for resale pursuant to the Investor Registration Rights Agreement.

Amended and Restated Breeze Rights Agreement

In connection with the Combination Agreement, on January 26, 2022 Breeze and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), entered into an Amended and Restated Rights Agreement (the “A&R Rights Agreement”) to amend and restate the Rights Agreement dated as of November 23, 2020 pursuant to which the Breeze Rights were issued and are outstanding. The A&R Rights Agreement amends the original Rights Agreement to clarify, among other things, that, upon consummation of an initial Business Combination (as defined in Breeze’s Amended and Restated Certificate of Incorporation) in which Breeze is not the surviving corporation, each holder of Breeze Rights will be entitled to receive the same per share consideration a holder of Breeze Common Stock will receive in such transaction for the number of full shares of Breeze Common Stock subject to such right holder’s Breeze Rights. The A&R Rights Agreement is filed as Exhibit 4.4 to this Current Report on Form 8-K. The foregoing summary of the terms of the A&R Rights Agreement is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.

7

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Debentures, the Warrants, the Callable Warrants and the Holdco Shares issuable upon exercise of the Warrants and the Callable Warrants issued in connection with the Debenture Financing were offered and will be sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to accredited or sophisticated investors, and in reliance on similar exemptions under applicable state laws.

Item 7.01. Regulation FD Disclosure.

On January 27, 2022, Breeze and D-Orbit issued a joint press release announcing their entry into the Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Breeze and D-Orbit have prepared for use in connection with the announcement of the Business Combination.

Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is the script for the joint investor conference call for D-Orbit and Breeze investors to be held on January 27, 2022 in connection with the announcement of the Business Combination.

Furnished as Exhibit 99.4 hereto and incorporated into this Item 7.01 by reference is a summary of the Business Combination that D-Orbit and Breeze have prepared for use in connection with the announcement of the Business Combination.

The foregoing (including Exhibits 99.1, 99.2, 99.3, and 99.4) is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

This Current Report relates to a proposed business combination transaction among Breeze, D-Orbit and Holdco pursuant to which Holdco would become the parent company of Breeze and D-Orbit. In connection with the proposed transaction, Holdco intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that will include a proxy statement of Breeze and that also will constitute a prospectus of Holdco with respect to the ordinary shares of Holdco to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be delivered to Breeze’s and D-Orbit’s stockholders. Each of Holdco and Breeze may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF BREEZE AND D-ORBIT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by Breeze or Holdco through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Breeze or Holdco will be available free of charge at Breeze Holdings Acquisition Corp., 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039, attention: J. Douglas Ramsey.

8

Participants in the Solicitation

Breeze and its directors and executive officers are participants in the solicitation of proxies from the stockholders of Breeze in respect of the proposed transaction. Information about Breeze’s directors and executive officers and their ownership of Breeze Common Stock is set forth in Breeze’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the preceding paragraph.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements, including, among other things, statements regarding the anticipated benefits of the proposed transaction, the combined company becoming a publicly listed company, the anticipated impact of the proposed transaction on the combined companies’ business and future financial and operating results, the anticipated timing of closing of the proposed transaction, the anticipated growth of the space economy, the success and customer acceptance of D-Orbit’s product and service offerings, and other aspects of D-Orbit’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding the combined company’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this report, including but not limited to: (i) the ability to complete the proposed transaction within the time frame anticipated or at all; (ii) the failure to realize the anticipated benefits of the proposed transaction or those benefits taking longer than anticipated to be realized; (iii) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Breeze’s securities; (iv) the risk that the transaction may not be completed by Breeze’s business combination deadline and the potential failure to obtain further extensions of the business combination deadline if sought by Breeze; (v) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the Combination Agreement by the stockholders of Breeze, the consummation of the Exchange by the D-Orbit stockholders, the satisfaction of the minimum cash amount following redemptions by the public stockholders of Breeze and the receipt of any governmental and regulatory approvals; (vi) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Combination Agreement; (viii) the impact of COVID-19 on D-Orbit’s business and/or the ability of the parties to complete the proposed transaction; (ix) the effect of the announcement or pendency of the transaction on D-Orbit’s business relationships, performance, and business generally; (x) risks that the proposed transaction disrupts current plans and operations of D-Orbit and potential difficulties in D-Orbit employee retention as a result of the proposed transaction; (xi) the outcome of any legal proceedings that may be instituted against D-Orbit or Breeze related to the Combination Agreement or the proposed transaction; (xii) the ability to obtain and maintain the listing of Holdco’s securities and the ability to maintain the listing of Breeze’s securities, in each case on the Nasdaq Stock Market; (xiii) potential volatility in the price of Breeze’s and Holdco’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which D-Orbit operates, variations in performance across competitors, changes in laws and regulations affecting D-Orbit’s business and changes in the combined company’s capital structure; (xiv) the ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations after the completion of the proposed transaction; (xv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which D-Orbit operates; (xvi) the inability of D-Orbit and its current and future collaborators to successfully develop and commercialize D-Orbit’s services in the expected time frame or at all; (xvii) the risk that the post-combination company may never achieve or sustain profitability; (xviii) Holdco’s potential need to raise additional capital to execute its business plan, which capital may not be available on acceptable terms or at all; (xix) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xx) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xxi) the risk that orders that have been placed by customers for launches with D-Orbit are cancelled or modified; (xxii) that the material weaknesses in D-Orbit’s internal control over financial reporting, if not corrected, could adversely affect the reliability of D-Orbit’s financial reporting; (xxiii) the risk of regulatory lawsuits or proceedings relating to D-Orbit’s services; (xxiv) the risk that D-Orbit is unable to secure or protect its intellectual property; and (xxv) the risk factors as set forth in the D-Orbit Investor Presentation, dated January 2022. The forward-looking statements contained in this report are also subject to additional risks, uncertainties, and factors, including those described in Breeze’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed or to be filed with the SEC by Breeze or Holdco from time to time. The forward-looking statements included in this report are made only as of the date hereof.

9

No Offer or Solicitation

This Current Report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities or a solicitation of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that Holdco or Breeze may file with the SEC or send to Breeze’s or D-Orbit’s stockholders in connection with the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1†	Business Combination Agreement, dated as of January 26, 2022, by and among Breeze Holdings Acquisition Corp., D-Orbit S.p.A., D-Orbit S.A., Lift-Off Merger Sub, Inc. and Seraphim Space (Manager) LLP
2.2	Form of Contribution and Exchange Agreement to be entered into prior to the Closing among D-Orbit S.p.A., D-Orbit S.A. and the Contributors party thereto (incorporated by reference to Exhibit A-1 to the Business Combination Agreement filed as Exhibit 2.1 hereto).
2.3	Form of Converted Company Shareholder Contribution and Exchange Agreement to be entered into prior to the Closing among D-Orbit S.p.A., D-Orbit S.A. and the Converted Company Shareholders party thereto (incorporated by reference to Exhibit A-2 to the Business Combination Agreement filed as Exhibit 2.1 hereto).
4.1	Form of Original Issue Discount Convertible Debenture of D-Orbit S.A. (incorporated by reference to Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.3 hereto).
4.2	Form of Ordinary Shares Purchase Warrant of D-Orbit S.A. (incorporated by reference to Exhibit C to the Securities Purchase Agreement filed as Exhibit 10.3 hereto).
4.3	Form of Callable Ordinary Shares Purchase Warrant of D-Orbit S.A. (incorporated by reference to Exhibit E to the Securities Purchase Agreement filed as Exhibit 10.3 hereto)
4.4	Amended and Restated Rights Agreement, dated as of January 26, 2022, between Breeze Holdings Acquisition Corp. and Continental Stock Transfer & Trust Company.
10.1	SPAC Stockholder Support Agreement, dated as of January 26, 2022, among D-Orbit S.p.A., D-Orbit S.A., Breeze Sponsor, LLC, Breeze Holdings Acquisition Corp. and the investors party thereto.
10.2	Form of Existing Company & SPAC Shareholders Registration Rights and Lock-Up Agreement among D-Orbit S.A., Breeze Holdings Acquisition Corp. and the holders party thereto (incorporated by reference to Exhibit B-1 to the Business Combination Agreement filed as Exhibit 2.1 hereto).
10.3†	Securities Purchase Agreement, dated as of January 26, 2022, among Breeze Holdings Acquisition Corp., D-Orbit S.p.A., D-Orbit S.A. and the purchasers party thereto.
10.4	Form of Registration Rights Agreement between D-Orbit S.A. and the holders party thereto (incorporated by reference to Exhibit B-2 to the Business Combination Agreement filed as Exhibit 2.1 hereto).
10.5	Form of Subscription Agreement dated as of January 26, 2022, among Breeze Holdings Acquisition Corp., D-Orbit S.A. and the investors party thereto.
99.1	Press Release dated January 27, 2022.
99.2	Investor Presentation dated January 2022.
99.3	Investor Conference Call Script dated January 27, 2022.
99.4	Summary Presentation dated January 27, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

10

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BREEZE HOLDINGS ACQUISITION CORP.
Date: January 27, 2022	By:	/s/ J. Douglas Ramsey
	Name:	J. Douglas Ramsey
	Title:	Chief Executive Officer and Chief Financial Officer

11

EX-2.1

Exhibit 2.1

Execution Copy

BUSINESS COMBINATION AGREEMENT

by and among

BREEZE HOLDINGS ACQUISITION CORP.,

D-ORBIT S.P.A.,

D-ORBIT S.A.,

LIFT-OFF MERGER SUB, INC.

and

SERAPHIM SPACE (MANAGER) LLP

Dated as of January 26, 2022

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			3
	1.1	Certain Definitions	3
	1.2	Further Definitions	18
	1.3	Construction	21
ARTICLE II EXCHANGE; MERGER			22
	2.1	The Exchange	22
	2.2	The Merger	22
	2.3	Closing; Merger Effective Time	22
	2.4	Effect of the Merger	23
	2.5	Certificate of Incorporation; By-laws; Organizational Documents	23
	2.6	Directors and Officers	24
	2.7	Tax Treatment of the Exchange and the Merger	24
	2.8	Withholding	25
ARTICLE III EXCHANGE CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES			25
	3.1	Exchange Consideration	25
	3.2	Conversion of Securities	26
	3.3	Exchange of Certificates	26
	3.4	Treatment of Company Options, Company Warrants and Treasury Shares	28
	3.5	Stock Transfer Books	29
	3.6	SPAC Warrants	30
	3.7	SPAC Rights	30

- i - 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			30
	4.1	Organization and Qualification; Subsidiaries	30
	4.2	Organizational Documents	31
	4.3	Capitalization	31
	4.4	Authority Relative to this Agreement	32
	4.5	No Conflict; Required Filings and Consents	32
	4.6	Permits; Compliance	33
	4.7	Financial Statements	33
	4.8	Absence of Certain Changes or Events	34
	4.9	Absence of Litigation	34
	4.10	Employee Benefit Plans	35
	4.11	Labor and Employment Matters	36
	4.12	Real Property; Title to Assets	37
	4.13	Intellectual Property	39
	4.14	Taxes	41
	4.15	Environmental Matters	43
	4.16	Material Contracts	43
	4.17	Insurance	45
	4.18	Board Approval; Vote Required	45
	4.19	Certain Business Practices	45
	4.20	Interested Party Transactions	46
	4.21	Exchange Act; Proxy Statement/Prospectus and Registration Statement	46
	4.22	Brokers	47
	4.23	Sanctions, Import Control, and Export Control Laws	47
	4.24	Government Contracts	47
	4.25	Exchange Agreement	48
	4.26	Exclusivity of Representations and Warranties	48

- ii - 

ARTICLE V REPRESENTATIONS AND WARRANTIES OF SPAC			48
	5.1	Corporate Organization	48
	5.2	Certificate of Incorporation and By-laws	49
	5.3	Capitalization	49
	5.4	Authority Relative to this Agreement	49
	5.5	No Conflict; Required Filings and Consents	50
	5.6	Compliance	50
	5.7	SEC Filings; Financial Statements; Sarbanes-Oxley	50
	5.8	Absence of Certain Changes or Events	52
	5.9	Absence of Litigation	52
	5.10	Board Approval; Vote Required	52
	5.11	Brokers	53
	5.12	SPAC Trust Fund	53
	5.13	Employees	54
	5.14	Taxes.	54
	5.15	Listing	56
	5.16	Prior Business Operation	56
	5.17	SPAC Material Contracts	56
	5.18	Investment Company Act	56
	5.19	Proxy Statement/Prospectus and Registration Statement	56
	5.20	SPAC’s Investigation and Reliance	56
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB			57
	6.1	Corporate Organization	57
	6.2	Certificate of Incorporation and By-laws	57
	6.3	Capitalization	57
	6.4	Authority Relative to this Agreement	58
	6.5	No Conflict; Required Filings and Consents.	58
	6.6	Compliance	59
	6.7	Board Approval; Vote Required	59
	6.8	No Prior Operations of Holdco or Merger Sub; Post-Closing Operations	60
	6.9	Brokers	60
	6.10	Proxy Statement/Prospectus and Registration Statement	60
	6.11	Tax Matters	60

- iii - 

ARTICLE VII CONDUCT OF BUSINESS PENDING THE MERGER			60
	7.1	Conduct of Business by the Company, Holdco and Merger Sub Pending the Merger	60
	7.2	Conduct of Business by SPAC Pending the Merger	64
	7.3	Claims Against Trust Account	66
	7.4	SPAC Public Filings	66
ARTICLE VIII ADDITIONAL AGREEMENTS			67
	8.1	Proxy Statement; Registration Statement	67
	8.2	SPAC Stockholders’ Meeting	68
	8.3	Company Actions.	71
	8.4	Access to Information; Confidentiality	71
	8.5	Incentive Plans	72
	8.6	Directors’ and Officers’ Indemnification	72
	8.7	Notification of Certain Matters	74
	8.8	Further Action; Reasonable Best Efforts.	74
	8.9	Public Announcements	74
	8.10	Tax Matters	75
	8.11	Stock Exchange Listing	76
	8.12	Delisting and Deregistration	76
	8.13	PCAOB Financials	76
	8.14	Transaction Litigation	76
	8.15	PIPE Investments; PIPE Agreements; Cooperation	77
	8.16	Exclusivity	78
	8.17	Trust Account	79
	8.18	Termination of Existing Registration Rights Agreement	79
	8.19	Termination of Company Shareholders’ Agreement	79
	8.20	EU Securities Regulation	79
	8.21	Section 16	79

- iv - 

ARTICLE IX CONDITIONS TO THE TRANSACTIONS			80
	9.1	Conditions to the Obligations of Each Party	80
	9.2	Conditions to the Obligations of SPAC	81
	9.3	Conditions to the Obligations of the Company	82
ARTICLE X TERMINATION, AMENDMENT AND WAIVER			83
	10.1	Termination	83
	10.2	Notice of Termination; Effect of Termination	84
	10.3	Expenses	85
	10.4	Amendment	85
	10.5	Waiver	85
ARTICLE XI GENERAL PROVISIONS			85
	11.1	Notices	85
	11.2	Nonsurvival of Representations, Warranties and Covenants	87
	11.3	Severability	87
	11.4	Entire Agreement; Assignment	87
	11.5	Parties in Interest	87
	11.6	Governing Law	87
	11.7	Dispute Resolution	87
	11.8	Headings	88
	11.9	Counterparts	88
	11.10	Specific Performance	88

- v - 

EXHIBITS

EXHIBIT A-1	Existing Company Shareholders Contribution and Exchange Agreement
EXHIBIT A-2	Converted Company Shareholders Contribution and Exchange Agreement
EXHIBIT B-1	Company & SPAC Shareholders Registration Rights Agreement and Lock-Up Agreement
EXHIBIT B-2	Investor Registration Rights Agreement
EXHIBIT C	A&R SPAC Organizational Documents
EXHIBIT D	A&R Holdco Organizational Documents
EXHIBIT E	A&R Company Organizational Documents
EXHIBIT F	SPAC Warrant Amendment

- vi - 

This BUSINESS COMBINATION AGREEMENT is made and entered into as of January 26, 2022 (this “Agreement”), by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), D-Orbit S.p.A, an Italian Società per azioni (the “Company”), D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (“Holdco”), Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Seraphim Space (Manager) LLP, a UK limited liability partnership (“Seraphim”). Breeze Sponsor, LLC (the “Sponsor”) is a party to this Agreement solely for purposes of Section 10.2(e) and Section 11.10.

Each of SPAC, the Company, Holdco, Merger Sub and Seraphim shall individually be referred to herein as a “Party” and, collectively, the “Parties”.

WHEREAS, SPAC is a special purpose acquisition company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, each of Holdco and Merger Sub is an entity newly formed for the purposes of the transactions proposed herein;

WHEREAS, Holdco was formed by Seraphim, an affiliate of an existing shareholder of the Company through the issuance of three million five hundred forty seven thousand six hundred forty (3,547,640) Holdco Shares with a par value of one cent (USD 0.01) each (the “Initial Holdco Shares”) to Seraphim, and Merger Sub is a direct wholly-owned subsidiary of Holdco;

WHEREAS, the Company, pursuant to the Convertible Bond Subscription Agreements entered into with the Convertible Bond Holders, has issued the Convertible Bonds to the Convertible Bond Holders and such Convertible Bonds will automatically convert into Company Shares in connection with the completion of the Transactions resulting in such Convertible Bond Holders becoming shareholders of the Company (the “Converted Company Shareholders” and such automatic conversion, the “Convertible Bond Conversion”);

WHEREAS, upon the terms and subject to the conditions of this Agreement and those certain Contribution and Exchange Agreements, to be entered into prior to the consummation of the Exchange, by and among Holdco, the Company, and each of the Existing Company Shareholders substantially in the form attached hereto as Exhibit A-1, and Holdco, the Company, and each of the Converted Company Shareholders substantially in the form attached hereto as Exhibit A-2 (collectively, the “Exchange Agreement”), and in accordance with the 1915 Law and the DGCL, SPAC, Holdco, Merger Sub and the Company will enter into a business combination transaction pursuant to which, among other things, on the Closing Date: (a) pursuant to the Exchange Agreement to be entered into by each of the Company Shareholders and Holdco, each such Company Shareholder (including each such Converted Company Shareholder), will contribute such Company Shareholder’s respective Company Shares to Holdco in exchange for Holdco Shares with such exchange to be effective immediately prior to the Merger Effective Time (such contributions and exchanges of Company Shares, collectively, the “Exchange” and such effective time of the Exchange, the “Exchange Effective Time”), (b) as a result of the Exchange, the Company will become a wholly-owned subsidiary of Holdco; and (c) immediately following the Exchange Effective Time, Merger Sub will merge with and into SPAC, with SPAC surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Merger”) effective at the Merger Effective Time and, in the context of such Merger, all shares of SPAC Common Stock (other than Excluded Shares) outstanding immediately prior to the Merger Effective Time shall be converted into Holdco Shares, as set forth in this Agreement.

1

WHEREAS, in connection with the Exchange and the Merger, the Parties desire for Holdco to register with the SEC to become a publicly traded company;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that the Transactions are in the best interests of the Company and (b) approved this Agreement, the Merger, and the other Transactions;

WHEREAS, the Board of Directors of SPAC (the “SPAC Board”) has unanimously (a) determined that the Merger and the other Transactions are advisable, fair to, and in the best interests of, SPAC and its stockholders (the “SPAC Stockholders”), (b) adopted a resolution approving this Agreement and declaring its advisability and approving the Merger and the other Transactions, and (c) recommended the approval and adoption of this Agreement, the Merger, and the other Transactions by the SPAC Stockholders;

WHEREAS, the Board of Directors of Holdco (the “Holdco Board”) has determined that the Transactions are in the best interests of Holdco and has approved this Agreement, the other Transaction Documents, and the Transactions;

WHEREAS, the Board of Directors of Merger Sub (the “Merger Sub Board”) has (a) determined that this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Merger Sub and Holdco (as the sole stockholder of Merger Sub), (b) adopted a resolution approving this Agreement and declaring its advisability and approving the Merger and the other Transactions, and (c) recommended the approval and adoption of this Agreement and the Merger by Holdco (as the sole stockholder of Merger Sub);

WHEREAS, SPAC, the Sponsor, certain holders of SPAC Common Stock and SPAC Warrants (the “SPAC Anchor Investors”), Holdco and the Company, concurrently with the execution and delivery of this Agreement, are entering into that certain SPAC Transaction Support Agreement, dated as of the date hereof (the “SPAC Stockholder Support Agreement”), pursuant to which the Sponsor, SPAC and the SPAC Anchor Investors have agreed to take certain actions to support the Transactions;

WHEREAS, the Company, Holdco, the Key Company Shareholders and SPAC, concurrently with the execution and delivery of this Agreement, are entering into the Company Stockholder Support Agreement, dated as of the date hereof (the “Company Stockholder Support Agreement”), providing that, among other things, the Key Company Shareholders will contribute their Company Shares to Holdco in the Exchange pursuant to the Exchange Agreement;

WHEREAS, in connection with the Closing, SPAC, Holdco and (i) certain Existing Company Shareholders and certain SPAC Stockholders shall enter into a Registration Rights Agreement (the “Company & SPAC Shareholders Registration Rights Agreement and Lock-Up Agreement”) substantially in the form attached hereto as Exhibit B-1; (ii) the Converted Company Shareholders shall enter into a Registration Rights Agreement substantially in the form attached hereto as Exhibit B-2 along with the Debenture Holders, the Existing Equity PIPE Investors and any Additional PIPE Investors (the “Investor Registration Rights Agreement”); and together with the Company & SPAC Shareholders Registration Rights and Lock-Up Agreement, the “Registration Rights Agreements”);

WHEREAS, contemporaneously with the execution of this Agreement, each of SPAC, the Company and Holdco are entering into the Securities Purchase Agreement with the Debenture Holders pursuant to which among other things, such Debenture Holders have agreed to fund the Convertible Debentures (such investment the “Convertible Debenture Investment”) to Holdco on the Closing Date;

2

WHEREAS, contemporaneously with the execution of this Agreement, each of SPAC, the Company and Holdco are entering into the Equity PIPE Agreements with the Existing Equity PIPE Investors pursuant to which, among other things, such Existing Equity PIPE Investors have agreed to subscribe for, and Holdco has agreed to sell, upon the terms and subject to the conditions of the Equity PIPE Agreements, dated as of the date hereof, Holdco Shares, in exchange for an aggregate purchase price of five million five hundred thousand dollars ($5,500,000), at a price of $10.00 per Holdco Share (the “Existing Equity PIPE Investment”) on the Closing Date;

WHEREAS, the Key Employees may enter into employment agreements with the Company or its designee (the “Employment Agreements”) to be effective as of the Closing;

WHEREAS, for United States federal income tax purposes, the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(E) of the Code, the Exchange is intended to be treated as part of an exchange that qualifies for tax treatment described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder, and, if the Merger does not meet the requirements to be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(E) of the Code, the Exchange and the Merger are, together, intended to qualify as exchanges as described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder;

WHEREAS, for Italian income tax purposes, the Exchange is intended to qualify as an exchange of shares as described in Article 2(d) of the Merger Tax Directive and Article 178(1)(e) of the TUIR; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I
DEFINITIONS

1.1 Certain Definitions. For purposes of this Agreement:

“1915 Law” means the Luxembourg Law of 10 August 1915 on commercial companies, as amended.

“affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“Ancillary Agreements” means the Exchange Agreement, the SPAC Support Agreement, the Company Support Agreement, the Registration Rights and Lock-Up Agreement, the SPAC Warrant Amendment and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to SPAC, Holdco, Merger Sub or the Company concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means all Laws of any jurisdiction applicable to SPAC, Holdco, Merger Sub or the Company concerning terrorist financing or Money Laundering.

3

“Average SPAC Share Price” means the average of the volume weighted averages of the trading prices of SPAC Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the Parties) on each of the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the date of the Merger Effective Time.

“Business Data” means all business information and data, including Personal Information (whether of employees, contractors, consultants, customers, consumers, or other persons and whether in electronic or any other form or medium) that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Business Systems.

“Business Day” means any day, except Saturday or Sunday, on which banks are not required or authorized to close in New York, NY, or Milan, Italy, or Grand-Duché de Luxembourg.

“Business Systems” means all Software, computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, that are owned or used in the conduct of the business of the Company or any Company Subsidiaries.

“CBP” means U.S. Customs and Border Protection (19 U.S.C. §§ 1-4454).

“Change in Circumstance” shall mean any material event, effect, change, circumstance or event that (a) becomes known to the SPAC Board after the date hereof; (b) that was not known to, and was not reasonably foreseeable by, the SPAC Board as of the date of this Agreement; and (c) does not relate to a Superior Offer.

“Closing Share Price” means $10.00 per share.

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

“Combined Share Consideration” means the Exchange Share Consideration, the Merger Consideration and the SPAC Rights Consideration.

“Company Equity Award” means a Company Option granted under a Company Equity Plan, a Company Warrant or any Company Shares that are issuable upon the conversion of the Convertible Bonds.

“Company Equity Plan” means the “Company Incentive and Loyalty” D-Orbit Plan approved by the Company Shareholders on March 29, 2019, the “Company Incentive and Loyalty” D-Orbit Plan approved by the Company Shareholders on March 31, 2020, as subsequently amended by resolution of the extraordinary shareholders’ meeting on April 26, 2021, the “Founder Fix Plan for the benefit of D-Orbit” approved by the extraordinary shareholders Meeting of the Company on March 29, 2019, as subsequently amended and supplemented by resolution of the extraordinary shareholders’ meeting on March 31 , 2020, the “Company Incentive and Loyalty” D-Orbit Plan approved by resolution of the extraordinary shareholders’ meeting on April 26, 2021, and the Stock Option Plan for the Company founders approved by resolution of the extraordinary shareholders’ meeting on April 26, 2021.

“Company IP” means, collectively, all Company-Owned IP and Company-Licensed IP.

4

“Company-Licensed IP” means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

“Company Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or operations of the Company and the Company Subsidiaries taken as a whole or (b) does or would prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated by the Exchange, the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Company Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) those effects generally affecting the industries or geographic areas in which the Company and the Company Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) those effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by the Company or the Company Subsidiaries as specifically required or permitted by this Agreement or any Ancillary Agreement, (viii) the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities); (ix) any failure by the Company and the Company Subsidiaries to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (ix) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Company Material Adverse Effect; (x) any pending or initiated Action against the Company, any of the Company Subsidiaries or any of their respective officers or directors, in each case, arising out of or relating to the execution of this Agreement or the Transactions (other than any Action commenced by any Party to enforce its rights under this Agreement or any Ancillary Agreement to which it is a party); (xi) any action taken or not taken by SPAC; or (xii) any actions taken, or failures to take action, or such other changes or events, in each case, which SPAC has specifically requested or to which it has specifically consented or which actions are specifically contemplated by this Agreement, in each case, except in the cases of clauses (i) through (vi), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries or geographic areas in which the Company and the Company Subsidiaries operate.

“Company Option” means all options to purchase Company Shares, whether or not exercisable and whether or not vested, granted under the Company Equity Plans that are outstanding immediately prior to the Closing.

“Company Organizational Documents” means the Articles of Association of the Company, as amended, modified or supplemented from time to time, including as contemplated by Section 2.5(c).

5

“Company-Owned IP” means all Intellectual Property rights owned or purported to be owned by the Company or any of the Company Subsidiaries.

“Company Shareholders” means, collectively, the holders of Company Shares consisting of the Existing Company Shareholders and the Converted Company Shareholders.

“Company Shareholders’ Agreement” means the Investment and Shareholders’ Agreement of the Company, dated as of March 31, 2020, as modified by the EIB Form of Agreement, and as may be further amended and restated from time to time.

“Company Shares” means all and any of the Company’s shares.

“Company Termination Fee” means $10,000,000.

“Company Transaction Expenses” means the reasonable and documented Transaction Expenses of the Company or any of its affiliates, including, (a) Transaction Expenses incurred in preparing and obtaining the PCAOB Financials, (b) Transaction Expenses incurred in connection with obtaining the consent or approval of any person or Governmental Authority in connection with the Transactions, (c) Transaction Expenses incurred in connection with the Exchange (including the formation of Holdco and the structuring, negotiation and documentation of the Exchange) and (d) Transaction Expenses incurred in connection with obtaining the D&O Tail Policy.

“Company Treasury Shares” means the Company Shares held by the Company.

“Company Warrants” means the warrants issued to the European Investment Bank pursuant to the Options Right Agreement, dated August 13, 2020, between the European Investment Bank and the Company.

“Competing Seller” means a person (including any financial investor or group of financial investors) actively engaged, directly or indirectly, in any one or more of the development, production, marketing, distribution or exploitation of any products or services, in each case other than the Company, the Company Shareholders and indirect equityholders or any Company Subsidiary.

“Competing SPAC Transaction” means any merger or business combination between SPAC, on the one hand, and a Competing Seller, on the other hand.

“Competing Transaction” means any (a) sale or transfer (except in the ordinary course of business consistent with past practices) of all or a substantial portion of the assets of the Company or any Company Subsidiary to any person or (b) merger or business combination between the Company or any Company Subsidiary, on the one hand, and any other person, on the other hand.

“Confidentiality Agreement” means the Non-Disclosure Agreement, between the Company and SPAC, dated February 5, 2021, as amended by that certain Joinder Agreement to the Non-Disclosure Agreement, dated as of March 5, 2021, by and between the Company, SPAC and The Charles F. Bolden Group.

“Confidential Information” means any information, knowledge or data concerning the businesses and affairs of the Company, the Company Subsidiaries, or any Suppliers or customers of the Company or any Company Subsidiaries or SPAC or its subsidiaries (as applicable) that is not already generally available to the public, including any Intellectual Property rights.

6

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Converted Company Shareholder Consideration” means the total number (rounded down to the nearest whole share) of Holdco Shares determined by multiplying (a) the number of Company Shares held by the Converted Company Shareholders immediately following the Convertible Bond Conversion and prior to the Exchange Effective Time by (b) the Exchange Ratio.

“Convertible Bond Holder” mean a holder of Convertible Bonds issued by the extraordinary shareholders’ meeting of the Company dated April 26, 2021, as amended by the extraordinary shareholders’ meeting of the Company dated November 16, 2021, in accordance with the Convertible Bond Subscription Agreements.

“Convertible Bonds” mean the convertible bonds issued by the Company pursuant to the extraordinary shareholders’ meeting of the Company dated April 26, 2021, as amended by the extraordinary shareholders’ meeting of the Company dated November 16, 2021, and assigned to the Bond Holders pursuant to and in accordance with the Convertible Bond Subscription Agreements.

“Convertible Debentures” means the Debentures (as defined in the Securities Purchase Agreement) in the principal amount of $50,000,000.

“Convertible Bond Subscription Agreements” means the Subscription Agreements for the Convertible Bonds entered into with the Company and the Convertible Bond Holders.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, delay, shut down (including the shutdown of air cargo routes), closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case with or in response to COVID-19 including the CARES Act and the Families First Coronavirus Response Act, as signed into law by the President of the United States on March 18, 2020.

“Data Protection Laws” means (i) GDPR and the Italian national legislation implementing the GDPR such as Legislative Decree no. 196/2003 as amended by Legislative Decree no. 101/2018, the regulatory and secondary legislation in force in the European Union, as subsequently amended or supplemented, including any guidance and measures issued by the Italian Data Protection authority and the European Data Protection Board, (ii) California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018); and (iii) any equivalent legislation, or legislation dealing with the same subject matter, anywhere in the world; each as applicable to either Party time to time .

“Dataroom” means that certain Intralinks election dataroom titled “LIFT OFF”.

“Debenture Holders” mean the Purchasers (as defined in the Securities Purchase Agreement).

7

“DGCL” means General Corporation Law of the State of Delaware.

“EAR” means U.S. Export Administration Regulations, 15 C.F.R. §§ 730, et seq., as amended.

“Employee” means any person employed by the Company or a Company Subsidiary.

“Environmental Laws” means any Law relating to: (a) Releases or threatened Releases of Hazardous Substances or materials containing Hazardous Substances; (b) the presence, manufacture, refining, production, generation, handling, transport, use, treatment, recycling, storage, importing, labeling, testing, disposal, cleanup or control of Hazardous Substances or materials containing Hazardous Substances; (c) pollution or protection of the environment or natural resources; or (d) public health and safety or, as it relates to the handling of or exposure to Hazardous Substances, worker/occupational health and safety.

“Equity PIPE Agreements” means the contracts executed by the Existing PIPE Investors, SPAC, the Company and Holdco on or before the date hereof.

“Equity PIPE Investors” means the Existing Equity PIPE Investors and any Additional PIPE Investors with an Equity PIPE Investment.

“Equity PIPE Investment” means the Existing Equity PIPE Investment and any Additional PIPE Investment in the form of equity.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Consideration” means One Billion Two Hundred Million Dollars ($1,200,000,000.00).

“Exchange Rate” means, for any amounts under this Agreement that need to be converted or expressed as converted from one currency into another currency, the average of the spot exchange rate as at 5:00 pm, New York time, on the five (5) Business Days ending five (5) Business Days before the Closing Date, as published by Bloomberg (through its EURUSD CURNCY function), or any other rate as agreed to in writing between SPAC and the Company.

“Exchange Ratio” means the ratio determined by dividing (a) the Per Share Exchange Value by (b) the Closing Share Price.

“Exchange Share Consideration” means number of shares (rounded down to the nearest whole share) of Holdco Shares determined by dividing an amount equal to (a) the Exchange Consideration by (b) the Closing Share Price.

“Existing Company Shareholders” means any Company Shareholders (including those that exercised Company Options for Company Shares prior to the Exchange Effective Time) other than the Converted Company Shareholders.

“Export Control Laws” means export control laws and regulations of any jurisdiction applicable to SPAC, Holdco, Merger Sub or the Company including the EAR and any other equivalent or comparable export control laws and regulations of other countries.

8

“Fraud” means, with respect to any person, (a) an intentional false representation of material fact by such person, (b) with knowledge that such representation is false, (c) with an intention to induce another person to act or refrain from acting in reliance upon it and (d) causing such other person, in justifiable reliance upon such false representation and with ignorance to the falsity of such representation, to take or refrain from taking action. For the avoidance of doubt, “Fraud” shall not include any type of constructive or equitable fraud.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“GDPR” means the general data protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. This Regulation applies to the processing of personal data in the context of the activities of an establishment of a controller or a processor in the European Union, regardless of whether the processing takes place in the Union or not as well as to the processing of personal data of data subjects who are in the European Union by a controller or processor not established in the European Union.

“Government Contract” means any contract for the sale of supplies or services currently in performance or that has not been closed that is between the Company or a Company Subsidiary and a Governmental Authority or entered into by the Company or a Company Subsidiary as a subcontractor at any tier in connection with a contract between another Person and a Governmental Authority.

“Hazardous Substance(s)” means: (a) any substance, material or waste which is regulated by, or for which liability or standards of conduct may be imposed under, any Environmental Law, including any substance, material or waste which is defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “pollutant,” “contaminant,” “toxic substance,” “toxic waste” or other similar term or phrase under any Environmental Law; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, natural gas liquids, synthetic gas, and any mixtures thereof; (d) polychlorinated biphenyls, asbestos and asbestos-containing materials, urea formaldehyde, toxic mold, and radon; and (e) per- or polyfluoroalkyl substances.

“Holdco Board Approval” means, as applicable, (a) the approval of the Transactions, (b) the approval of the Holdco Shares Combined Issuance, and (c) the confirmation of the Holdco Shares Combined Issuance by the delegate of the Holdco Board.

“Holdco Organizational Documents” means the Articles of Association of Holdco as amended, modified or supplemented from time to time, including as contemplated by Section 2.5(b).

“Holder Par Value Threshold” means, with respect to an Existing Company Shareholder, an amount equal to ten percent (10%) of the nominal / par value of the Holdco Shares issued to such Existing Company Shareholder in the Exchange.

“Holdco Requisite Approvals” means the Holdco Board Approval and the Holdco Shareholder Approval, as applicable.

“Holdco Restricted Share” means any Holdco Share subject to vesting, repurchase, or other lapse of restrictions granted under any equity incentive plan with respect to Holdco.

“Holdco Shareholder Approval” means (i) the approval by Seraphim as sole shareholder of Holdco, at an extraordinary general meeting of Holdco, to be held in front of a Luxembourg notary on or around the day of the Exchange of the Holdco Shares Redemption and the A&R Holdco Organizational Documents as contemplated by Section 2.5(b) and (ii) the approval by Seraphim as sole shareholder of Holdco by way of written resolutions of the appointment of the directors as provided for under Section 2.6(b).

9

“Holdco Shares” means the ordinary shares of Holdco.

“Holdco Shares Combined Issuance” means the combined issuance of Holdco Shares to the Company Shareholders, SPAC Stockholders, SPAC Rights Holders and Equity PIPE Investors pursuant to the Holdco Shares Exchange Issuance, Holdco Shares Merger Issuance, Holdco Shares SPAC Rights Issuance and Equity PIPE Investment, respectively.

“ICE” means U.S. Immigration and Customs Enforcement (19 C.F.R. §§ 1-199)

“Import Control Laws” means import control laws and regulations of any jurisdiction applicable to SPAC, Holdco, Merger Sub or the Company, including those administered by CBP and ICE, and any other equivalent or comparable import control laws and regulations of other countries.

“Intellectual Property” means: (a) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (c) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (d) trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting data (including pricing and cost information), and all other data, databases and database rights; (e) Internet domain names and social media accounts; (f) rights of privacy and publicity and all other intellectual property or proprietary rights of any kind or description recognized under applicable Laws; (g) copies and tangible embodiments of any of the foregoing, in whatever form or medium; and (h) all legal rights arising from items (a) through (f), including the right to prosecute and perfect such interests and rights to sue, oppose, cancel, interfere, and enjoin based upon such interests, including such rights based on past infringement, if any, in connection with any of the foregoing.

“IRS” means the U.S. Internal Revenue Service.

“Key Company Shareholders” means those Existing Shareholders set forth on Section 1.1(a) of the Company Disclosure Schedule.

“Key Employees” means those employees of the Company set forth on Section 1.1(b) of the Company Disclosure Schedule.

“knowledge” or “to the knowledge” of a person means in the case of the Company, the actual knowledge of the persons listed on Section 1.1(c) of the Company Disclosure Schedule after reasonable inquiry, and in the case of SPAC, the actual knowledge of the persons listed on Section 1.1(c) of the SPAC Disclosure Schedule after reasonable inquiry.

“Law” means any constitution, treaty, convention, statute, law, common law principle, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order.

10

“Leased Real Property” means all real property leased, subleased, licensed or sublicensed by the Company or Company Subsidiaries as tenant, subtenant, licensee or sublicensee together with, to the extent leased, subleased, licensed, or sublicensed by the Company or Company Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Company or Company Subsidiaries relating to the foregoing.

“Lien” means any lien, security interest, mortgage, deeds of trust, pledge, adverse claim, reservation, lease, sublease, license, covenants, easements, right-of-way, servitudes, collateral assignments, conditional sale or other sale agreements, title retention agreements, hypothecations, preemptive right, community property interest, collateral assignment, infringement, charge, option, warrant, rights of first refusal, proxies, voting trusts or similar agreements, or title or transfer restrictions under any equity holder or similar agreement (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer or any other restriction attributable of ownership of any asset), or any other encumbrance, restriction or limitation of any kind whatsoever (other than those created under applicable securities Laws, and not including any license of Intellectual Property).

“Merger Sub Organizational Documents” means the certificate of incorporation and by-laws of Merger Sub, in each case, as amended, modified or supplemented from time to time.

“Merger Tax Directive” means the Council Directive 2009/133/EC of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States, as amended.

“Minimum Cash Amount” means an amount equal to all amounts in from (a) the Trust Account (after giving effect to the exercise of the Redemption Rights and the payments related thereto) and (b) the PIPE Proceeds (but excluding any proceeds from the Convertible Bonds) and (c) after the payment of any outstanding Transaction Expenses on the Closing Date.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

“Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offences, for the purpose of (a) concealing or disguising the illicit origin of the property or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Open Source Software” means any Software that is licensed pursuant to: (a) any license that is a license now or in the future approved by the open source initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL); or (b) any license to Software that is considered “free” or “open source software” by the open source foundation or the free software foundation.

11

“Option Awards” means the Converted Unvested Option Awards and the Converted Vested Option Awards.

“Organizational Documents” means with respect to an entity, the memorandums of association, articles of association, certificates of incorporation, certificates of formation, by-laws, operating agreements, registration statements and equivalent organizational documents, each as amended to date, for such entity.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Permitted Liens” means: (a) such imperfections of title, easements, encumbrances, Liens or restrictions that, individually or in the aggregate, do not materially affect, impair or interfere with the use, ownership, value and maintenance of, or the access to any property affected thereby or the conduct of the business of the Company and/or the Company Subsidiaries; (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens arising or incurred in the ordinary course of business to the extent relating to amounts not yet due and payable, or deposits to obtain the release of such Liens; (c) Liens for Taxes due and not yet payable, or being contested in good faith; (d) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities that individually or in the aggregate, do not materially affect, impair or interfere with the use, ownership, value and maintenance of or the access to any property affected thereby or the conduct of the business of the Company and/or the Company Subsidiaries; (e) Liens not created by the Company that affect the underlying fee interest of any leased real property, including master leases or ground leases and any set of facts that an accurate up-to-date survey would show, in each case, to the extent that such Liens are not material to the Company; (f) non-exclusive licenses, sublicenses or other rights to Intellectual Property owned by or licensed to the Company or the Company Subsidiaries granted to any licensee in the ordinary course of business; (g) non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that individually or in the aggregate, do not materially affect, impair or interfere with the use, ownership, value and maintenance of or the access to any real property affected thereby or the conduct of the business of the Company or the Company Subsidiaries; (h) Liens identified in the Financial Statements; and (i) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest.

“Per Share Exchange Value” means (a) the Exchange Consideration divided by (b) the total number of (i) all of the issued Company Shares held by the Existing Company Shareholders immediately prior to the Exchange Effective Time (including Company Shares received by the Company Shareholders in connection with the exercise of their Company Options but excluding any Company Shares received by the Converted Company Shareholders in connection with the conversion of their Convertible Bonds pursuant to the Convertible Bond Conversion) and (ii) the underlying Company Shares the holders of the Vested Company Options outstanding immediately prior to the Exchange Effective Time are entitled to receive.

“person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

12

“Personal Data” means, pursuant to article 4 GDPR, any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“PIPE Agreements” means the Equity PIPE Agreements, the Securities Purchase Agreement and the Additional PIPE Agreements.

“PIPE Investments” means the Convertible Debenture Investment, Existing Equity PIPE Investment and any Additional PIPE Investments.

“PIPE Investor” means any Existing PIPE Investor, Debenture Holder or Additional PIPE Investor.

“PIPE Proceeds” means the aggregate amount of cash actually invested in (or contributed to) SPAC or Holdco by the PIPE Investors pursuant to a PIPE Investment (but excluding for the avoidance of doubt any proceeds from the Convertible Bonds), in each case at the Closing in connection with the consummation of the Transactions.

“Products” mean any products or services, developed, manufactured, performed, out-licensed, sold, distributed or otherwise made available by or on behalf of the Company or any Company Subsidiary, from which the Company or any Company Subsidiary has derived previously, is currently deriving or is scheduled to derive revenue from the sale or provision thereof.

“Prospectus Regulation” means the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

“Redemption Rights” means the redemption rights provided for in Section 9.2 of the SPAC Certificate of Incorporation.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, disposing, or other release into or through the environment, and any abandonment or discarding of barrels, containers, or other closed receptacles containing any Hazardous Substance.

“Representatives” means with respect to a person, such person’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives.

13

“Restricted Person” means: (a) any individual or entity that is a citizen or resident of, located in, or organized under the laws of, or acting for or on behalf of, a Sanctioned Country; (b) the government of any Sanctioned Country; (c) any government that is the subject or target of restrictions under Sanctions Law; or (d) any individual or entity that is, or any entity that is owned or controlled directly or indirectly by, or acts for or on behalf of individuals or entities that are designated on any of the following lists, as updated, substituted, or replaced from time to time:

(i) the United Nations Security Council’s “Consolidated United Nations Security Council Sanctions List”;

(ii) the lists of persons subject to Sanctions Laws, as administered by the U.S. Department of the Treasury, including OFAC’s “Specially Designated Nationals and Blocked Persons List,” the “Foreign Sanctions Evaders,” and the “Sectoral Sanctions Identifications List”;

(iii) the U.S. Department of Commerce, Bureau of Industry and Security’s “Entity List,” “Denied Persons List,” or “Unverified List”;

(iv) the U.S. Department of State’s list of debarred parties and lists of individuals and entities that have been designated pursuant to sanctions and/or non-proliferation statutes that it administers and related executive orders;

(v) the European Union Commission’s “Consolidated list of persons, groups and entities subject to EU financial sanctions” or individuals or entities that are listed in any Annex to EU Council Regulation 833/2014 (as amended);

(vi) Her Majesty’s Treasury of United Kingdom’s “Consolidated List of Financial Sanctions Targets in the UK”; and

(vii) any additional list promulgated, designated, or enforced by a Sanctions Authority.

“Requisite SPAC Stockholder Approval” means (i) the approval and adoption of this Agreement by the holders of a majority of the then-outstanding voting power of the SPAC Common Stock, and (ii) the approval of the other SPAC Proposals by the affirmative vote of a majority of the votes cast by the holders of SPAC Common Stock present in person or by proxy and entitled to vote thereon unless the Organizational Documents of SPAC, applicable Law or applicable stock exchange rules requires a different vote.

“Rollover Spreadsheet” means a spreadsheet that shall be delivered by the Company to SPAC pursuant to Section 3.1(b), which shall set forth the number of Holdco Shares for which each Unvested Company Option and Vested Company Option held by a particular Company optionholder thereof is exercisable after the conversion of such Company Option in accordance with Section 3.4(a) and the applicable exercise price.

“Sanctionable Activity” means any condition or activity specifically identified under any Sanctions Laws that serves as a basis to designate any person described by such condition or engaged in such activity as a Restricted Person.

“Sanctioned Country” means at any time, a country or territory that is the target of comprehensive economic or trade sanctions under Sanctions Laws. As of the date of this Agreement, Sanctioned Countries include the Crimea Region, Cuba, Iran, North Korea and Syria.

“Sanctions Authority” means the United Nations Security Council; U.S. Department of the Treasury; the U.S. Department of Commerce; the U.S. Department of State; the European Union Council or Commission (including any present or future member state of the European Union); Her Majesty’s Treasury of the United Kingdom; and any other government or regulatory body, institution or agency with authority to enact Sanctions Laws in any country and/or territory with jurisdiction over any Party.

14

“Sanctions Laws” means all economic, trade, or financial sanctions statutes, regulations, executive orders, decrees, judicial decisions, restrictive measures, or other acts having the force of law enacted, adopted, administered, imposed, or enforced from time to time by any Sanctions Authority.

“Securities Purchase Agreement” means the Securities Purchase Agreement, dated as of January 26, 2022, among SPAC, Holdco, the Company and the Debenture Holders.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“SPAC Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of SPAC, dated as of July 15, 2020, as amended, modified or supplemented from time to time.

“SPAC Common Stock” means SPAC’s common stock, par value $0.0001 per share.

“SPAC Material Adverse Effect” means any effects that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or operations of SPAC or (b) does or would prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a SPAC Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (iv) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (v) those effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vi) any actions taken or not taken by SPAC as specifically required or permitted by this Agreement or any Ancillary Agreement; (vii) the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with Governmental Authorities); (viii) any pending or initiated Action against SPAC or any of its officers or directors, in each case, arising out of or relating to the execution of this Agreement or the Transactions (other than any Action commenced by any Party hereto to enforce its rights under this Agreement or any Ancillary Agreement to which it is a party); (ix) any action taken or not taken by the Company or any of the Company Subsidiaries; or (x) any actions taken, or failures to take action, or such other changes or events, in each case, which the Company has specifically requested or to which it has specifically consented or which actions are specifically contemplated by this Agreement, in each case, except in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industries or geographic areas in which SPAC operates.

“SPAC Organizational Documents” means the SPAC Certificate of Incorporation, by-laws, and Trust Agreement of SPAC, in each case as amended, modified or supplemented from time to time.

15

“SPAC Proposals” means proposals made to the SPAC Stockholders pursuant to the SPAC Organizational Documents and applicable Law to approve and adopt (a) this Agreement and the Transactions, including the Merger, (b) the appointment of the directors of the Holdco Board, (c) the A&R Holdco Organizational Documents, and (d) any other proposals the Parties deem in good faith are necessary or desirable to effect the Transactions.

“SPAC Rights” means a right to acquire 1/20th of a SPAC Common Stock as set forth in the Amended and Restated SPAC Rights Agreement, dated January 26, 2022, between SPAC and the Trustee.

“SPAC Rights Holder” means a person that beneficially owns a SPAC Right.

“SPAC Stockholder” means a person that beneficially owns SPAC Common Stock.

“SPAC Termination Fee” means $3,000,000.

“SPAC Transaction Expenses” means the reasonable and documented Transaction Expenses of SPAC or any of its affiliates, including (a) any and all Transaction Expenses incurred in the negotiation or consummation of the PIPE Investment, including advisory fees and placement fees and (b) the preparation, printing and mailing of the Proxy Statement/Prospectus.

“SPAC Warrant Agreement” means that certain warrant agreement, dated as of November 23, 2020, by and between SPAC and Continental Stock Transfer & Trust Company.

“SPAC Warrants” means warrants to purchase shares of SPAC Common Stock as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for the number of shares of SPAC Common Stock stated in the applicable SPAC Warrant at an exercise price of $11.50.

“subsidiary” or “subsidiaries” of the Company, the Surviving Corporation, SPAC or any other person means an affiliate controlled by such person, directly or indirectly, through one or more intermediaries.

“Superior Offer” means any bona fide written SPAC Competing Transaction (not resulting from a breach of Section 8.3 or Section 8.15) that the SPAC Board shall have determined in good faith (after consultation with its independent financial advisor of nationally recognized reputation and its outside legal counsel) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal, the person making the proposal and (b) if consummated, would be more favorable from a financial point of view to the holders of SPAC Common Stock than the Transactions (after giving effect to any proposals made by Holdco pursuant to Section 8.3(c)).

“Supplier” means any person that supplies inventory or other materials or personal property, components, or other goods or services that are utilized in or comprise the Products of the Company or any of the Company Subsidiaries.

“Tax” or “Taxes” means any federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, unclaimed property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

16

“Tax Return” means any returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns, as well as attachments thereto and amendments thereof) required to be supplied to a Tax authority relating to Taxes.

“Transaction Documents” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Transaction Expenses” means (a) all out-of-pocket fees, costs and expenses (including all fees, costs and expenses of outside counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates and all fees, costs and expenses in connection with newly issued equity or debt financing in connection with the Transactions) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, review, negotiation, execution and performance of this Agreement and the other Transaction Documents and consummation of the Transactions, the Proxy Statement/Prospectus, and the solicitation of the SPAC Stockholders, SPAC Rights Holders and Company Shareholders and the preparation of any required filings or notices under applicable Governmental Authorities as required by applicable Law, (b) all bonuses, change-of-control, success, retention or similar payments which vest or become payable to any current or former employees, directors, officers or other service providers of SPAC, Holdco or the Company as a result of the Transactions (including amounts subject to the satisfaction of an additional condition (e.g., remaining employed for a specified period following the Closing), and the employer share of any payroll, social security, unemployment or other Taxes with respect thereto, (c) any accrued or payable transaction, management, monitoring or similar fees payable to any affiliate of SPAC, Holdco or the Company, (d) the aggregate amount of severance due and payable in connection with any termination of employment prior to the Closing Date of any employee of SPAC, Holdco or the Company that is outstanding as of the Closing Date, and (e) the premiums, commissions and other fees paid or payable in connection with obtaining any directors’ and officers’ “tail” insurance policy.

“Transactions” means the transactions contemplated by the Transaction Documents, including the Exchange and the Merger.

“Transfer Tax” means any sales, use, value-added, business, goods and services, transfer (including any stamp duty or other similar Tax chargeable in respect of any instrument transferring property), documentary, conveyancing or similar Tax or expense or any recording fee, in each case that is imposed as a result of the Transactions, together with any penalty, interest and addition to any such item with respect to such item; provided, however, for the avoidance of doubt, the term Transfer Tax shall not include any income Tax or similar Tax imposed on any direct or indirect equity holder of SPAC, the Company, any Company Subsidiary or Holdco.

“Treasury Regulations” means the United States Treasury regulations issued pursuant to the Code.

“Trustee” means Continental Stock Transfer & Trust Company.

“TUIR” means the Italian Presidential Decree no. 917 of 22 December 1986, as amended.

“Unvested Company Option” means any Company Option that is issued but unvested immediately prior to the Exchange Effective Time.

“Vested Company Option” means any Company Option that is issued, vested and unexercised immediately prior to the Exchange Effective Time (provided that such Company Options shall not include any Company Options that by their terms vest in connection with the consummation of the Transactions).

17

1.2 Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

A&R SPAC Certificate of Incorporation	§ 2.5(a)
A&R SPAC By-Laws	§ 2.5(a)
A&R Holdco Organizational Documents	§ 2.5(b)
Accounting Principles	§ 4.7(a)
Action	§ 4.9
Additional SEC Reports	§ 7.4(a)
Additional PIPE Agreements	§ 8.15(a)
Additional PIPE Investors	§ 8.15(a)
Additional PIPE Investment	§ 8.15(a)
Agreement	Preamble
Blue Sky Laws	§ 4.5(b)
Certificate of Merger	§ 2.3(a)
Certificates	§ 3.3(b)
Chosen Courts	§ 11.7
Claims	§ 7.3
Closing	§ 2.3(b)
Closing Date	§ 2.3(b)
Company	Preamble
Company Board	Recitals
Company Board Recommendation	§ 8.3(a)
Company Change in Recommendation	§ 8.3(b)
Company Disclosure Schedule	Article IV
Company Permits	§ 4.6
Company Stockholder Support Agreement	Recitals
Company Subsidiary	§ 4.1(a)
Consolidated Financial Statements	§ 4.7(a)
Consultants	§ 4.11(b)
Converted Company Shareholders	Recitals

18

Converted Unvested Option Award	§ 3.4(a)(i)
Converted Vested Option Award	§ 3.4(a)(ii)
Convertible Bond Conversion	Recitals
Converted Shareholders Registration Rights and Lock-Up Agreement	Recitals
Convertible Debenture Investment	Recitals
D&O Indemnified Party or D&O Indemnified Parties	§ 8.6(a)
D&O Tail Policy	§ 8.6(b)
Debenture	Recitals
Determination Notice	§ 8.2(c)(i)
EIP	§ 8.5(a)
Employment Agreements	Recitals
Environmental Permits	§ 4.15
ESSP	§ 8.5(a)
Exchange	Recitals
Exchange Agent	§ 3.3(a)
Exchange Agreements	Recitals
Exchange Effective Time	Recitals
Exchange Fund	§ 3.3(a)
Excluded Share or Excluded Shares	§ 3.2(a)(i)
Existing Company Shareholders Registration Rights and Lock-Up Agreement	Recitals
Existing Equity PIPE Investment	Recitals
First Holdco Auditor Report	§ 9.1(c)
Governmental Authority	§ 4.5(b)
Holdco	Preamble
Holdco Board	Recitals
Holdco Shares Exchange Issuance	§ 2.1(a)
Holdco Shares Merger Issuance	§ 3.2(b)
Holdco Shares Redemption	§ 2.1(b)
Holdco Warrant or Holdco Warrants	§ 3.6
Initial Holdco Shares	Recitals

19

Intended Tax Treatment	§ 2.7
Issued Capital Stock	§ 4.3(a)
Lease	§ 4.12(b)
Lease Documents	§ 4.12(b)
Letter of Transmittal	§ 3.3(b)
Material Contracts	§ 4.16(a)
Merger	Recitals
Merger Consideration	§ 3.2(a)(i)
Merger Effective Time	§ 2.3(a)
Merger Sub	Preamble
Merger Sub Board	Recitals
Merger Sub Common Stock	§ 3.2(a)(iv)
Outside Date	§ 10.1(b)
Party or Parties	Preamble
Payment Spreadsheet	§ 3.1(b)
PCAOB Financials	§ 8.13
Per Share Merger Consideration	§ 3.2(a)(i)
PIPE Investment	Recitals
PIPE Investment Amount	Recitals
PIPE Issuance	§ 8.15(a)
Plans	§ 4.10(a)
Post-Signing Returns	§ 8.10(c)(i)(A)
Proxy Statement/Prospectus	§ 8.1(a)
Redemption	§ 8.1(a)
Registerable Securities	§ 8.1(a)
Registration Rights and Lock-Up Agreements	Recitals
Registration Statement	§ 8.1(a)
Remedies Exceptions	§ 4.4
SEC	§ 5.7(a)
Second Holdco Auditor Report	§ 9.1(c)
Section 16	§ 8.21
Securities Act	§ 5.7(a)
Self-Employees	§ 4.11(b)
SPAC	Preamble

20

SPAC Anchor Investors	Recitals
SPAC Board	Recitals
SPAC Board Recommendation	§ 5.10(a)
SPAC Change in Recommendation	§ 8.2(b)
SPAC Disclosure Schedule	Article V
SPAC Material Contracts	§ 5.17(a)
SPAC SEC Reports	§ 5.7(a)
SPAC Stockholder Support Agreement	Recitals
SPAC Stockholders	Recitals
SPAC Stockholders Meeting	§ 8.1(a)
SPAC Warrant Amendment	§ 3.6
Sponsor	Recitals
Surviving Corporation	§ 2.2
Tail Period	§ 8.6(b)
Terminating Company Breach	§ 10.1(e)
Terminating SPAC Breach	§ 10.1(f)
Total Exchange Consideration	§ 3.1(a)
Transaction Litigation	§ 8.14
Trust Account	§ 5.12
Trust Agreement	§ 5.12
Trust Fund	§ 5.12

1.3 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 words of similar import refer to this Agreement as a whole, including the schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement, (iv) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”, (vi) the word “or” shall be disjunctive but not exclusive, (vii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (viii) 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, (ix) the word “extent” in 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”, (x) references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States, (xi) references to “Euro”, “EUR” or € shall be to the lawful currency of the European Union, and (xii) the word “shall” and the word “will” indicate a mandatory obligation.

21

(b) 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.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action 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 may be deferred until the next Business Day.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the applicable Accounting Principles.

(e) Whenever this Agreement states that documents or other information have been “made available” or “provided to” SPAC (including words of similar import), such words shall mean that such documents or information referenced shall have been posted in the Dataroom, or otherwise provided in writing to SPAC and its Representatives, at least two (2) days prior to the date hereof.

Article II
EXCHANGE; MERGER

2.1 The Exchange. Commencing at the Exchange Effective Time:

(a) each issued Company Share held by a Company Shareholder that has executed the Exchange Agreement shall be contributed in kind to Holdco, free and clear of all Liens, and Holdco will be recorded as the registered holder of each of the Company Shares so exchanged and contributed in kind, and each such Company Shareholder, in exchange for each such Company Share contributed by such Company Shareholder will, pursuant to and in accordance with the Exchange Agreement, be entitled to receive a number of Holdco Shares issued by Holdco equal to the Exchange Ratio (the “Holdco Shares Exchange Issuance”); and

(b) the Initial Holdco Shares held by Seraphim immediately prior to the Exchange shall be redeemed and cancelled through a share capital reduction (the “Holdco Shares Redemption”) and Seraphim shall cease to be the registered shareholder of such Initial Holdco Shares; provided, however such redemption shall have no effect on the Holdco Shares issued to Seraphim in the Holdco Shares Exchange Issuance pursuant to and in accordance with the Exchange Agreement.

2.2 The Merger. Upon the terms and conditions set forth in this Agreement, and in accordance with the DGCL, at the Merger Effective Time, Merger Sub shall be merged with and into SPAC. As a result of the Merger, the separate existence of Merger Sub shall cease and SPAC shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The consummation of the Exchange shall be a condition precedent to the consummation of the Merger.

2.3 Closing; Merger Effective Time.

(a) In accordance with the terms and conditions of this Agreement, the Parties shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties. The Certificate of Merger shall specify that the Merger shall become effective at 12:01 a.m. New York time on the Business Day immediately following the day of the filing of such Certificate of Merger (the “Merger Effective Time”).

22

(b) On the date of the Merger Effective Time and the Exchange Effective Time, a closing of the Transactions shall be effected remotely by the exchange of documents and signatures in PDF format by electronic mail. The Business Day on which the Merger Effective Time and the Exchange Effective Time occurs shall be the “Closing Date” and the closing of the Transactions that occur following the Exchange Effective Time and the Merger Effective Time on the Closing Date shall be referred to as the “Closing”.

2.4 Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL, the Certificate of Merger and as set forth in this Agreement, including Article III. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, pursuant to the Merger, (a) all the property, rights, privileges, immunities, powers, franchises, licenses and authority of SPAC and Merger Sub shall vest in the Surviving Corporation, (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation and (c) solely for purposes of the 1915 Law a contribution-in-kind of the SPAC Common Stock (other than the Excluded Shares) shall be made to Holdco by the SPAC Stockholders through the Merger against issue of the Merger Consideration following a share capital increase realized by Holdco by virtue of the foregoing.

2.5 Certificate of Incorporation; By-laws; Organizational Documents.

(a) At the Merger Effective Time, the certificate of incorporation of SPAC shall be amended and restated to read in its entirety as set forth in Exhibit C-1 (the “A&R SPAC Certificate of Incorporation”) and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (except that the name of the corporation may be updated therein) until thereafter amended as provided by applicable Law. At the Merger Effective Time, the by-laws of SPAC shall be amended and restated to read in their entirety as set forth in Exhibit C-2 (the “A&R SPAC By-Laws”) and, as so amended and restated, shall be the by-laws of the Surviving Corporation (except that the name of the corporation may be updated therein) until thereafter amended as provided by applicable Law.

(b) Prior to the consummation of the Exchange, the Parties shall cause Holdco to amend and restate, in accordance with the 1915 Law, the Holdco Organizational Documents reflecting, among other things, the Holdco Shares Redemption and the governance rules set out in this Agreement and the Ancillary Agreements (the “A&R Holdco Organizational Documents”), substantially in the form set forth on Exhibit D which A&R Holdco Organizational Documents shall remain in effect and shall otherwise not be amended, restated, modified or waived, in whole or in part, except to reflect or confirm the Holdco Shares Redemption and the Holdco Combined Issuance through the Merger Effective Time and thereafter shall be the organizational documents of Holdco until amended as provided by applicable Law.

(c) Promptly following the consummation of the Exchange, the Parties shall cause Holdco Board and the Company to take such actions, attend such shareholders’ meeting and make such filings as are necessary under applicable Law to amend and restate the Company Organizational Documents substantially in the form attached hereto as Exhibit E. The Company Organizational Documents shall remain in effect and shall otherwise not be amended, restated, modified or waived, in whole or in part, through the Merger Effective Time and thereafter shall be the organizational documents of the Company until amended as provided by applicable Law.

23

2.6 Directors and Officers.

(a) The Parties shall cause the initial directors of the Company Board and the initial officers of the Company on the Exchange Effective Time to be comprised of the individuals set forth on Section 2.6(a) of the Company Disclosure Schedule, each to hold office in accordance with the Company Organizational Documents.

(b) At the Exchange Effective Time, the Holdco Board shall be comprised of seven (7) directors appointed to the Holdco Board pursuant to the relevant Holdco Requisite Approvals, effective as of immediately following the Effective Time. As of immediately following the Effective Time, such appointed directors of the Holdco Board shall be the only directors of SPAC, and there shall be no vacancies or unfilled newly created directorships. The Parties shall cause (including by obtaining the relevant Holdco Requisite Approvals) the initial directors of the Holdco Board and the initial officers of Holdco as of immediately following the Exchange Effective Time to be comprised of the individuals as set forth on Section 2.6(c) of the Company Disclosure Schedule, each to hold office in accordance with the Holdco Organizational Documents.

(c) The Parties shall cause the initial directors of the Surviving Corporation and the officers of Surviving Corporation as of immediately following the Merger Effective Time to be comprised of the individuals set forth on Section 2.6(c) of the Company Disclosure Schedule, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

2.7 Tax Treatment of the Exchange and the Merger. The Parties intend and hereto agree that for U.S. federal income tax purposes (and, to the extent applicable, for state and local tax purposes), (a) the Merger shall be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(E) of the Code and the Treasury Regulations promulgated thereunder, and this Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), (b) the Exchange and the Merger are hereby undertaken as part of a prearranged, integrated plan and, therefore, solely for purposes of determining whether the 80-percent requirement of Section 351 has been met so as to qualify the Exchange for treatment under Section 351, SPAC Stockholders and SPAC Rights Holders shall be considered “transferors” as described in Section 351 of the Code and the Exchange shall be treated as part of an exchange that qualifies for tax treatment described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder, and (c) the Merger shall be treated as an exchange eligible for the exception to Section 367(a)(1) of the Code set forth in Treasury Regulations Section 1.367(a)-3(c) (assuming the requirements of Treasury Regulations Section 1.367(a)-3(c)(1)(iii) are met), and (d) if the Merger does not meet the requirements to be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(E) of the Code and the Treasury Regulations promulgated thereunder, the Exchange and the Merger, together, shall then be treated as an exchange described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder (the foregoing clauses (a), (b), (c) and (d) are collectively referred to herein as, the “Intended Tax Treatment”). In connection with clause (c) of the foregoing sentence, the Exchange and the Merger shall be completed in a consecutive order such that the Exchange is treated as completed before the Merger Effective Time. The Parties also agree that for Italian income tax purposes, the Exchange is intended to give rise to a tax neutral exchange of shares covered by Article 2(d) of the Merger Tax Directive and Article 178(1)(e) of the TUIR.

24

2.8 Withholding. Notwithstanding anything in this Agreement to the contrary, (a) Holdco shall be entitled to deduct and withhold from Holdco Shares issued as consideration in the Exchange, from the Merger Consideration issued in the Merger, and from any other consideration it issues in connection with this Agreement, such amounts as it is required to deduct and withhold with respect to the issuance of such consideration under the Code or any applicable provision of state, local or foreign Tax law, and (b) any other Party making payments pursuant to this Agreement and the Transactions shall be entitled to deduct and withhold from such payments such amounts as it is required to deduct and withhold pursuant to any applicable provision of U.S. federal, state, local or foreign Tax law. Without limiting the withholding rights in each case of clause (a) and (b), before a Party makes any deduction or withholding from any payments or amounts to or with respect to a Company Shareholder, (x) such Party shall use commercially reasonable efforts to provide such Company Shareholder with at least ten (10) Business Days advance written notice of the intention to make such deduction or withholding, which notice shall include the authority, basis and method of calculation for the proposed deduction or withholding; and (y) the Parties shall cooperate and use commercially reasonable efforts to reduce, minimize or eliminate any applicable withholding to the extent reasonably permitted under applicable Tax law. Without limiting the foregoing, Holdco may give effect to withholding hereunder by withholding any consideration issued in the form of Holdco Shares or other consideration issued in kind, and then selling such portion of such Holdco Shares or other consideration issued in kind as it may determine and using the proceeds thereof to satisfy applicable withholding obligations and remitting such proceeds to applicable taxing authorities. To the extent that amounts are deducted or withheld under this Section 2.8, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been issued or paid to the person in respect of which such deduction and withholding was made, and Holdco or any other person deducting or withholding amounts hereunder shall disburse such deducted or withheld amounts to the applicable taxing authorities in accordance with applicable laws.

Article III
EXCHANGE CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

3.1 Exchange Consideration.

(a) The aggregate consideration to be paid to the Company Shareholders in respect of the Company Shares held by the Company Shareholders immediately prior to the Exchange Effective Time shall consist of (i) the Exchange Share Consideration, plus (ii) the Converted Company Shareholder Consideration (the “Total Exchange Consideration”).

(b) The Company shall deliver to SPAC at least four (4) Business Days prior to the Closing, a spreadsheet that sets forth: (i) the Per Share Exchange Value, (ii) the Total Exchange Consideration (which will including any applicable share premium as adjusted by the Holdco Board to issue the Total Exchange Consideration) (iii) the allocation of the Total Exchange Consideration among the Company Shareholders, including the number of Holdco Shares issued to each Exiting Company Shareholder (including those that exercised Company Options prior to the Exchange Effective Time) and to each Converted Company Shareholder, (iv) the Rollover Spreadsheet and (v) the Company’s good faith estimate of the Company Transaction Expenses (the “Payment Spreadsheet”).

(c) At least six (6) Business Days prior to the Closing, SPAC shall cause the Chief Operating Officer of SPAC, solely in his capacity as such, to deliver to the Company a certificate certifying SPAC’s good faith estimate of the SPAC Transaction Expenses, including reasonable supporting materials for the amount of each item included in SPAC Transaction Expenses.

25

3.2 Conversion of Securities.

(a) At the Merger Effective Time, by virtue of the Merger, and without any further action on the part of SPAC, Merger Sub, Holdco or the Company or the holders of any of the following securities:

(i) each share of SPAC Common Stock (other than SPAC Common Stock held in treasury by SPAC (each, an “Excluded Share” and, collectively, “Excluded Shares”)) issued and outstanding immediately prior to the Merger Effective Time shall be converted into one Holdco Share (the “Per Share Merger Consideration” and the aggregate of the Per Share Merger Consideration, the “Merger Consideration”);

(ii) each share of SPAC Common Stock (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist and (A) each certificate formerly representing shares of SPAC Common Stock (other than Excluded Shares) and (B) each book-entry account formerly representing any uncertificated shares of SPAC Common Stock (other than Excluded Shares) shall thereafter, in case of both (A) and (B), only represent the right to receive the number of Holdco Shares into which such shares have been converted pursuant to Section 3.2(a)(i) and the right, if any, to receive any distribution or dividend pursuant to Section 3.3(c);

(iii) each Excluded Share shall, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist; and

(iv) each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(b) Solely for purposes of the 1915 Law, the issuance of Holdco Shares by Holdco at the Merger Effective Time (the “Holdco Shares Merger Issuance”) shall be treated as a contribution-in-kind of the SPAC Common Stock (other than the Excluded Shares) to Holdco by the SPAC Stockholders following a share capital increase realized by Holdco.

3.3 Exchange of Certificates.

(a) Exchange Agent. On the Closing Date (and after the Merger Effective Time and the consummation of the transactions contemplated by Section 3.2(a)(i), Section 3.2(a)(ii) and Section 3.2(a)(iii)), Holdco shall deposit with a bank or trust company that shall be designated by SPAC and is reasonably satisfactory to the Company (the “Exchange Agent”), for the benefit of the holders of SPAC Common Stock, for exchange in accordance with this Article III, the number of Holdco Shares (in uncertificated form or book-entry form) sufficient to deliver the SPAC Consideration consisting of the Holdco Shares to be issued to the holders of SPAC Common Stock (other than Excluded Shares) in the Merger and the SPAC Rights Holders pursuant to the Holdco Shares SPAC Rights Issuance pursuant to this Agreement. In addition, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, any dividends or other distributions payable pursuant to Section 3.3(c) with respect to the Holdco Shares issued as consideration in the Merger for any Holdco Shares with a record and payment date after the Merger Effective Time and prior to the surrender of such shares, together with the amount any dividends or distributions contemplated pursuant to Section 3.3(c), being hereinafter referred to, collectively, as the “Exchange Fund”). Holdco shall cause the Exchange Agent pursuant to irrevocable instructions, to deliver the SPAC Consideration out of the Exchange Fund in accordance with this Agreement. Except as contemplated by this Section 3.3, the Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Holdco; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 3.3(c), Holdco shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 3.3(a) shall be promptly returned to Holdco.

26

(b) Exchange Procedures. As promptly as practicable after the Merger Effective Time, Holdco shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of SPAC Common Stock and SPAC Rights entitled to receive the SPAC Consideration pursuant to Section 3.2 a letter of transmittal, which shall be in a form reasonably acceptable to SPAC and Holdco (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the certificates evidencing such SPAC Common Stock or SPAC Right (collectively, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within five (5) Business Days after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefor, and Holdco shall cause the Exchange Agent to deliver (i) the SPAC Consideration and (ii) an amount in immediately available funds (or, if no wire transfer instructions are provided, a check) equal to any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c) in accordance with the provisions of this Section 3.3, and the Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated by this Section 3.3, each Certificate entitled to receive a portion of the SPAC Consideration in accordance with Section 3.2 shall be deemed at all times after the Merger Effective Time, as the case may be, to represent only the right to receive upon such surrender the SPAC Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.2 or Section 3.7.

(c) Distributions with Respect to Unexchanged Shares of SPAC Common Stock. No dividends or other distributions declared or made after the Merger Effective Time with respect to the SPAC Common Stock with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of SPAC Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate in accordance with this Section 3.3. Subject to the effect of escheat, tax or other applicable Laws, following surrender of any such Certificate, SPAC shall pay or cause to be paid to the holder of the certificates representing shares of SPAC Common Stock issued in exchange therefor, without interest, (i) promptly, but in any event within five (5) Business Days of such surrender, the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such shares of SPAC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Merger Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of SPAC Common Stock.

(d) The SPAC Consideration payable upon conversion of the SPAC Common Stock and SPAC Rights in accordance with the terms hereof, shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such shares of SPAC Common Stock and SPAC Rights.

(e) Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to SPAC Common Stock occurring on or after the date hereof and prior to the Merger Effective Time.

27

(f) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of SPAC Common Stock and SPAC Rights with respect to the SPAC Consideration for one (1) year after the Merger Effective Time shall be delivered to Holdco, and any holders of SPAC Common Stock or SPAC Rights who have not theretofore complied with this Section 3.3 shall thereafter look only to Holdco for the SPAC Consideration. Any portion of the Exchange Fund with respect to the SPAC Consideration remaining unclaimed by holders of SPAC Common Stock and SPAC Rights, as may be applicable, as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Holdco free and clear of any claims or interest of any person previously entitled thereto.

(g) No Liability. None of the Exchange Agent, SPAC, Holdco, the Surviving Corporation or any of their respective affiliates shall be liable to any holder of SPAC Common Stock or SPAC Rights for any such SPAC Common Stock (or dividends or distributions with respect thereto) or SPAC Rights or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.3.

(h) Fractional Shares. Notwithstanding any other provision of this Agreement, no fractional Holdco Shares will be issued, and any holder of Company Shares, SPAC Common Stock or SPAC Rights entitled to receive a fractional Holdco Share but for this Section 3.3(h) and each person who would otherwise be entitled to a fraction of a Holdco Share (after aggregating all fractional Holdco Shares that would otherwise be received by such person) shall instead have the number of Holdco Shares issued to such person rounded down in the aggregate to the nearest whole Holdco Share

(i) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, the SPAC Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.2 or Section 3.7.

3.4 Treatment of Company Options, Company Warrants and Treasury Shares. Pursuant to the terms of the applicable Company Equity Plan or other terms and conditions governing each Company Equity Awards and as specified on the Rollover Spreadsheet:

(a) Company Options. The Company and Holdco shall use reasonable best efforts to provide for the following treatment of the Company Options as set forth in this Section 3.4(a)

(i) It is anticipated that each Unvested Company Option shall, as of the Exchange Effective Time, to the extent set forth under the applicable award agreement or applicable Plan (in each case as amended or modified) in effect immediately prior to the Exchange, automatically and without any action on the part of the holder thereof, be converted into the right to receive an option issued by Holdco (as converted, a “Converted Unvested Option Award”) in such a manner by which such Converted Unvested Option Award shall represent an option award (y) exercisable for the aggregate number of Holdco Shares as set forth opposite the name of each holder thereof on the Rollover Spreadsheet, equal to the product (rounded down to the nearest whole number) of: (I) the number of Company Shares underlying the Company Options immediately prior to the Exchange Effective Time and (II) the Exchange Ratio; and (z) with an exercise price per share equal to the exercise price per Company Ordinary Share underlying the Company Option immediately prior to the Exchange Effective Time multiplied by the Exchange Rate divided by the Exchange Ratio. Each Converted Unvested Option Award shall otherwise be subject to the same terms and conditions (including any vesting requirements) set forth under the applicable award agreement in effect immediately prior to the Exchange Effective Time and are anticipated to be issued under the EIP.

28

(ii) It is anticipated that each Vested Company Option shall, as of the Exchange Effective Time, to the extent set forth under the applicable award agreement or applicable Plan (in each case as amended or modified) in effect immediately prior to the Exchange, automatically and without any action on the part of the holder thereof, be converted into the right to receive an option issued by Holdco (as converted, a “Converted Vested Option Award”) in such a manner by which such Converted Vested Option Award shall represent an option award (y) exercisable for the aggregate number of Holdco Shares as set forth opposite the name of each holder thereof on the Rollover Spreadsheet, equal to the product (rounded down to the nearest whole number) of (I) the number of Company Shares underlying the Company Options immediately prior to the Exchange Effective Time and (II) the Exchange Ratio; and (z) with an exercise price per share equal to the exercise price per Company Ordinary Share underlying the Company Option immediately prior to the Exchange Effective Time multiplied by the Exchange Rate divided by the Exchange Ratio. Each Converted Vested Option Award shall otherwise be subject to substantially the same terms and conditions set forth under the applicable award agreement in effect immediately prior to the Exchange Effective Time but are anticipated to not be issued under the EIP.

(iii) To the extent an Unvested Company Option or Vested Company Option are not amended or modified as set forth in clauses (i) or (ii) above of this Section 3.4(a), then each such Unvested Company Option or Vested Company Option shall remain in effect under its existing terms unless exercised prior to the Closing pursuant to its terms and conditions.

(b) Company Warrants. It is anticipated that each Company Warrant shall have (i) either been exercised in exchange for Company Shares, converted into the right to receive cash or converted into warrants of Holdco, in each pursuant to the terms of such Company Warrant, and in each case shall no longer be outstanding and shall be automatically be cancelled, extinguished and retired and shall cease to exist, or (ii) otherwise remain in effect under its existing terms.

(c) Restricted Shares. It is anticipated that each Company Share that is received in connection with the exercise of the Company Options set forth on Section 3.4(c) of the Company Disclosure Schedule shall receive a number of Holdco Shares equal to the Exchange Ratio and such Holdco Shares shall be restricted with substantially similar restrictions as included in such Company Options immediately prior the Exchange Effective Time (including vesting restrictions).

(d) Company Treasury Shares. Each Company Treasury Share that is issued immediately prior to the Exchange Effective Time shall, as of the Exchange Effective Time, automatically and without any action on the part of the Company, be cancelled and extinguished without any conversion thereof or payment therefor.

3.5 Stock Transfer Books. At the Merger Effective Time, following the recordation of the Transactions in the share records of Holdco, the stock transfer books of SPAC shall be closed and there shall be no further registration of transfers of SPAC Common Stock or SPAC Rights thereafter on the records of SPAC. From and after the Merger Effective Time, the holders of Certificates representing SPAC Common Stock and SPAC Rights outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such SPAC Common Stock or SPAC Rights, except as otherwise provided in this Agreement or by applicable Law. On or after the Merger Effective Time, any Certificates presented to the Exchange Agent or Holdco for any reason shall be converted into the SPAC Consideration in accordance with the provisions of Section 3.2 or Section 3.7.

29

3.6 SPAC Warrants. At the Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the Merger Effective Time shall, pursuant to the SPAC Warrant Agreement, cease to represent a right to acquire the number of shares of SPAC Common Stock set forth in such SPAC Warrant and shall be converted in accordance with the terms of such SPAC Warrant Agreement, at the Merger Effective Time, into a right to acquire one (1) Holdco Share (a “Holdco Warrant” and collectively, the “Holdco Warrants”) on substantially the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the SPAC Warrant Agreement. The Parties shall take all lawful action to effect the aforesaid provisions of this Section 3.6, including causing the SPAC Warrant to be amended or amended and restated to the extent necessary to give effect to this Section 3.6 including adding Holdco as a party thereto, such amendment to be in substantially in the form of the Assignment, Assumption and Amendment Agreement attached hereto as Exhibit F (the “SPAC Warrant Amendment”).

3.7 SPAC Rights. At the Merger Effective Time, with respect to each SPAC Right held by a SPAC Rights Holder, each such SPAC Right held by such SPAC Right Holder that is outstanding immediately prior to the Merger Effective Time shall cease to represent a right to acquire the 1/20th share of SPAC Common Stock set forth in such SPAC Right and the total SPAC Rights owned by each such SPAC Rights Holder shall be converted into the right to receive a number of Holdco Shares equal to: (a) the total number of SPAC Rights beneficially owned by such SPAC Rights Holder divided by (b) twenty (20) (such amount rounded down to the nearest whole number) (the “SPAC Rights Consideration” and together with the Merger Consideration, the “SPAC Consideration”). At the Merger Effective Time, Holdco shall issue to the SPAC Rights Holder the SPAC Right Consideration (the “Holdco Shares SPAC Rights Issuance”) in the same manner as the issuance of the Merger Consideration. Solely for purposes of the 1915 Law, the Holdco Shares SPAC Rights Issuance shall be treated as a contribution-in-kind of the SPAC Rights to Holdco by the SPAC Rights Holders following a share capital increase realized by Holdco.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company’s disclosure schedule (it being understood and agreed that information disclosed in any Section of the Company Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of the Company Disclosure Schedule to which such disclosure would reasonably pertain or if its relevance to such other Section is reasonably apparent on the face of such disclosure) delivered by Company in connection with this Agreement (the “Company Disclosure Schedule”), the Company hereby represents and warrants to SPAC, Holdco and Merger Sub as follows:

4.1 Organization and Qualification; Subsidiaries.

(a) The Company and each subsidiary of the Company (each, a “Company Subsidiary”) is a corporation or other organization duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (insofar as such concept exists in such jurisdiction) and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company Subsidiary (i) has all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, (ii) is duly qualified or licensed as a foreign corporation or other organization to do business and (iii) is in good standing, in each jurisdiction (insofar as such concept exists in such jurisdiction) where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to have such governmental approval or be so qualified or licensed and in good standing would not have a Company Material Adverse Effect.

30

(b) A true and complete list of all the Company Subsidiaries, together with the jurisdiction of organization or incorporation of each Company Subsidiary and the percentage of the outstanding capital stock of each Company Subsidiary owned by the Company and each other Company Subsidiary, in each case, as of the date hereof, is set forth in Section 4.1(b) of the Company Disclosure Schedule. Except with respect to the Company Subsidiaries, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

4.2 Organizational Documents. The Company has prior to the date of this Agreement made available a complete and correct copy of the Organizational Documents of the Company and each Company Subsidiary. Such Organizational Documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Organizational Documents in any material respect.

4.3 Capitalization.

(a) As of the date hereof, 119,540 Company Shares are issued, including 4,986 Company Treasury Shares as set forth on Section 4.3(a) of the Company Disclosure Schedule (the “Issued Capital Stock”). As of the date hereof, the Company has granted Company Options to purchase Company Shares in the amounts as set forth on Section 4.3(a) of the Company Disclosure Schedule. As of the date hereof, the Company has granted Company Warrants to purchase Company Shares in the amounts as set forth on Section 4.3(a) of the Company Disclosure Schedule. Other than the Convertible Bonds, there are no other options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, and neither the Company nor any Company Subsidiary has granted, any equity appreciation rights, participations, phantom equity or similar rights. Other than the Company Shareholders’ Agreement and the Ancillary Agreements, and there are no voting trusts, voting agreements, proxies, shareholder agreements or other similar agreements with respect to the voting or transfer of the Company Shares or any of the equity interests or other securities of the Company or any of the Company Subsidiaries.

(b) As of the date hereof, 4,986 Company Treasury Shares are available to satisfy granted Company Options and further grants under the Company Equity Plans. Section 4.3(b) of the Company Disclosure Schedule sets forth a list of each outstanding Company Option granted to each employee of the Company or any Company Subsidiary or any other person including (i) the name of the holder of such Company Equity Award; (ii) the number of Company Shares subject to such outstanding Company Option; (iii) if applicable, the exercise price, purchase price, or similar pricing of such Company Option, (iv) the date on which such Company Option was granted or issued; (v) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Option is vested and exercisable as of the date hereof; and (vi) the date on which such Company Option expires. All Company Shares subject to issuance under the Company Equity Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and nonassessable.

(c) Other than pursuant to the Company Shareholders’ Agreement, the Company Organizational Documents or as set forth in the Company Equity Plan or any Company Equity Award issued thereunder, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Shares or any capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Company Subsidiary.

31

(d) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another Company Subsidiary free and clear of all Liens (other than any Permitted Liens), options, rights of first refusal and limitations on the Company’s or any Company Subsidiary’s voting rights, other than transfer restrictions under applicable securities laws and their respective organizational documents.

(e) The Company Shareholders collectively own directly and beneficially and of record, all of the equity of the Company (which are represented by the issued Company Shares). Except as set forth in Section 4.3(e) of the Company Disclosure Schedule and Section 4.3(b) of the Company Disclosure Schedule, and except for the shares of the Company held by shareholders of the Company and the Convertible Bonds, no shares or other equity or voting interest of the Company, or options, warrants or other rights to acquire any such shares or other equity or voting interest, of the Company is authorized or issued.

(f) All issued Company Shares and all issued shares of capital stock or other equity securities (as applicable) of each Company Subsidiary have been issued and granted in compliance with (i) applicable securities Laws and other applicable Laws and (ii) any preemptive rights and other similar requirements set forth in applicable contracts to which the Company or any Company Subsidiary is a party.

4.4 Authority Relative to this Agreement. The Company has all necessary 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. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, including approval by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the Transactions (other than the recordation of appropriate documents as required by the DGCL as the case may be). This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by SPAC, Holdco and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). To the knowledge of the Company, no state, provincial, federal, domestic or foreign takeover statute is applicable to the Transactions, except as otherwise contemplated herein.

4.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery by the Company of this Agreement and each Ancillary Agreement to which it is a party does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL or the 1915 Law and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.5(b), the performance of this Agreement and each such Ancillary Agreement by the Company will not (i) conflict with or violate the Organizational Documents of the Company or any Company Subsidiary, (ii) conflict with or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, any Material Contract, except (in case of clause (ii) and (iii)) for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect.

32

(b) The execution and delivery by the Company of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover Laws, rules and regulations of Nasdaq, the notification requirements of applicable Antitrust Laws, if any, and filing and recordation of appropriate documents or other documents as required by the SEC, DGCL or the 1915 Law, and (ii) as and where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent the Company from performing its material obligations under this Agreement and each such Ancillary Agreement.

4.6 Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”). No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Company Permit, except as and where such conflict, default, breach or violation, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent the Company from performing its material obligations under this Agreement and each such Ancillary Agreement. Since January 1, 2017, neither the Company nor any Company Subsidiary has received any written notices from any Governmental Authority alleging violation of any applicable Laws and to the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law.

4.7 Financial Statements.

(a) The Company has made available to SPAC true and complete copies of the consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020 and 2019, and the related consolidated income statements and cash flows of the Company and the Company Subsidiaries for the years ended December 31, 2020 and 2019 (the “Consolidated Financial Statements”), which are attached as Section 4.7(a) of the Company Disclosure Schedule. Such Consolidated Financial Statements were subject to PCAOB audit procedures by the Company’s Independent Registered Public Accounting Firm and the audit opinion will be delivered pursuant to and in accordance with Section 8.13. The Consolidated Financial Statements (including the notes thereto) (i) were prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (the “Accounting Principles”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.

33

(b) Except as and to the extent set forth on the Consolidated Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with the Accounting Principles except for (i) liabilities that were incurred in the ordinary course of business or in connection with the Transactions since December 31, 2020, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party or (iii) any other liabilities and obligations which individually or in the aggregate, would not have a Material Adverse Effect.

(c) (i) Neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof other than in the ordinary course with the accounting or auditing firms engaged on behalf of the Company and the Company Subsidiaries.

(d) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).

4.8 Absence of Certain Changes or Events. Since December 31, 2020 and prior to the date of this Agreement, except as otherwise reflected in the Financial Statements, actions or omissions taken as a result of COVID-19 and COVID-19 Measures, or as expressly contemplated or permitted by this Agreement, (a) the Company and the Company Subsidiaries have conducted their respective businesses in the ordinary course and in a manner consistent with past practice in all material respects, (b) the Company and the Company Subsidiaries have not sold, assigned or otherwise transferred any right, title, or interest in or to any of their material assets (including Intellectual Property and Business Systems) other than non-exclusive licenses or assignments or transfers in the ordinary course of business, (c) there has not been any Company Material Adverse Effect, and (d) none of the Company or any Company Subsidiary has taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 7.1.

4.9 Absence of Litigation. As of the date hereof, there is no material litigation, proceeding, cause of action, lawsuit, audit, assessment or reassessment, petition, complaint, charge, grievance, prosecution, demand, hearing, written notice, inquiry, investigation, subpoena, summons, inspection, or administrative or other similar proceeding, mediation or arbitration (including any appeal or application for review) of any kind or nature, in law or in equity (an “Action”), pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, before any Governmental Authority. As of the date hereof, neither the Company nor any Company Subsidiary nor any material property or asset of the Company or any Company Subsidiary is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

34

4.10 Employee Benefit Plans.

(a) Section 4.10(a) of the Company Disclosure Schedule sets forth a true and complete list of the Company Equity Plan and all other bonus, stock option, stock purchase, restricted stock, equity or equity-based, incentive, deferred compensation, retiree medical or life insurance, retirement, supplemental retirement, severance, retention, separation, change in control, health, welfare, fringe benefit, sick pay and vacation plans or arrangements or other material employee benefit plans, programs, ex gratia promises, policies, agreements or arrangements, whether formal or informal, in each case which are maintained, sponsored by, or contributed to by (or for which there is an obligation to contribution to by) the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director, individual independent contractor and/or consultant, or with respect to which the Company or any Company Subsidiary has or could incur any present or future liability (contingent or otherwise) (collectively, the “Plans”).

(b) With respect to each Plan, the Company has made available to SPAC, if applicable, a list of all relevant Plans together with (i) a true and complete copy of the current plan document and all amendments thereto and each trust or other funding arrangement, and (ii) any material non-routine correspondence from any Governmental Authority with respect to any Plan within the past three (3) years.

(c) Neither the execution and delivery of this Agreement nor the other Ancillary Agreements nor the consummation of the Transactions will or could reasonably be expected to (alone or in combination with any other event) (i) result in (A) an increase in the amount of compensation or benefits to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (B) any payment or benefit becoming due to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (C) the acceleration of the vesting, funding or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; or (D) any increased or accelerated funding obligation with respect to any Plan; or (ii) limit the right to merge, amend or terminate any Plan.

(d) None of the Plans provide for, nor does the Company nor any Company Subsidiary have or reasonably expect to have any liability or obligation to provide any post-employment or post-service health or welfare benefits or retiree medical or life insurance to any current or former employee, officer, director, individual independent contractor or consultant of the Company or any Company Subsidiary after termination of employment or service except (i) as set forth in any existing employment or severance agreement or (ii) as may be required under applicable Law for which the covered individual pays the full cost of coverage.

(e) In all material respects, (i) each Plan has been established, maintained and administered in accordance with its terms and in compliance with the requirements of all applicable Laws and (ii) other than routine claims for benefits in the ordinary course of business, no actions, litigation, claims, lawsuits, audits, inquiries, arbitrations, investigations, or proceedings are pending or, to the knowledge of Company, threatened, from any Governmental Authority in connection with any Plan or by or on behalf of any participant in any Plan, or otherwise involving or relating to any Plan or the assets of any Plan or any trust thereunder or the plan sponsor or plan administrator of any Plan (acting in such individual’s capacity as plan sponsor or plan administrator) and, to the knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to any such action, litigation, claim, lawsuit, audit, inquiry, arbitration, investigation or proceeding.

35

(f) Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, either individually or in the aggregate, there have been no acts or omissions by the Company or Company Subsidiary with respect to any Plan that have given or could reasonably be expected to give rise to any fines, penalties or related charges under applicable Law.

(g) All material liabilities or expenses of the Company or any Company Subsidiary in respect of any Plan which have not been paid have been properly accrued on the Company’s or any Company Subsidiary’s most recent financial statements in compliance with the Accounting Principles. With respect to each Plan, all material contributions or payments (including all employer contributions, employee salary reduction contributions, and premium or benefit payments) that are due or are required to be made under the terms of any Plan or in accordance with applicable Laws have been made within the time periods prescribed by the terms of each such Plan and applicable Laws, as the case may be, except as would not result in material liability to the Company, and all such contributions or payments that are not yet due or required to be made under the terms of any Plan or in accordance with applicable Laws have been properly accrued in accordance with the Accounting Principles, applied on a consistent basis, and reflected on the Company’s or any Company Subsidiary’s audited financial statements.

4.11 Labor and Employment Matters.

(a) Section 4.11(a) of the Company Disclosure Schedule contains a correct and complete list of all Employees of the Company and any Company Subsidiary as of the date hereof, setting forth for each such individual the following: (i) name; (ii) job title; (iii) date of birth; (iv) hire date or date the contract of employment began; (v) gross annual salary; and (vi) variable compensation; (vii) notice period; (viii) vacation entitlement; and (ix) details of which company employs each Employee. As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all Employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements).

(b) Section 4.11(b) of the Company Disclosure Schedule contains a correct and complete list of all the self-employees (the “Self-Employees”) acting for the Company as of the date hereof, together with the type of activity/service provided by each of them and the relevant compensation. The relationships with the Self-Employees and the consultants of the Company (the “Consultants”) have been established, conducted and remunerated in accordance with applicable Law and with the terms and conditions of the relevant agreements.

(c) (i) There are no Actions pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any of their respective current or former Employees, Self-Employees and Consultants, or any class of the foregoing, which Actions would be material to the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor have been for the past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no material unfair labor practice complaints pending against the Company or any Company Subsidiary before the competent Labor Court; (iv) there has never been, nor, to the knowledge of the Company, has there been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, by or with respect to any employees of the Company or any Company Subsidiary; and (v) the Company has not incurred any actual or contingent liability in connection with any termination of employment of its Employees or former Employees (including redundancy payments or failure to comply with any order for reinstatement or re-engagement of any Employee).

36

(d) (i) The Company and the Company Subsidiaries are and for the past three (3) years have been in compliance in all respects with all applicable Laws relating to the employment, employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings, immigration, working time regulations including meal and rest breaks, minimum salary regulation set forth by the applicable National Collective Bargaining Agreement, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and where required, maintain adequate and up to date records which will be available on Closing and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (ii) to the knowledge of the Company, no employee of the Company has been or is being investigated in connection with any misconduct, nor subject to any disciplinary action in connection with such misconduct, that would be expected to have a Company Material Adverse Effect.

(e) To the Company’s knowledge, the Company and the Company Subsidiaries are in all material respects in compliance with any Laws, recommendations or guidance issued by any applicable Governmental Authority relating in any way to the work of Employees or procedures for returning to work for Employees with respect to COVID-19.

(f) No notice to terminate the contract of employment of any Employee of the Company (whether given by the relevant employer or by the Employee) is pending, outstanding or threatened.

(g) Except with respect to the Company Equity Plans, the Company is not a party to, bound by or proposing to introduce in respect of any of its directors, Employees any share option, profit sharing, bonus commission or any other scheme relating to the profit or sales of the Company.

(h) True, complete and accurate copies of all form contracts, and any contracts that contain material deviations from such form contracts, which apply to Employees have been provided and the Company has not offered, promised or agreed to any future variation in the contract of any Employee.

4.12 Real Property; Title to Assets.

(a) None of the Company nor any of the Company Subsidiaries has owned or presently owns (i) fee simple title to any real property or (ii) any ground lease interest under or pursuant to a ground lease.

(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and also identifies with respect to each Leased Real Property, each lease, sublease, license or other contractual arrangement under which such Leased Real Property is occupied or used (each, a “Lease”), including the date of and legal name of each of the parties to such Lease, and each guaranty, amendment, restatement, modification or supplement thereto (collectively, the “Lease Documents”). True, correct and materially complete copies of all Lease Documents have been made available to SPAC.

37

(c) The Leased Real Property constitutes all material interests in real property currently used, occupied or held for use in connection with the business of the Company or Company Subsidiaries as it was conducted prior to the COVID-19 pandemic and necessary for the continued operation of the business of the Company or the Company Subsidiaries, as applicable. The Leased Real Property, including all buildings, fixtures and other improvements constituting a part thereof, is in good operating condition, except for ordinary wear and tear, without structural defects and is suitable, sufficient and appropriate for its current and contemplated uses. All mechanical and other systems located at the Leased Real Property are in good operating condition, except for ordinary wear and tear, and no condition exists requiring material repairs (other than routine maintenance) or material alterations thereof. No Leased Real Property is subject to any sublease, license or right of occupancy in favor of any third party.

(d) The Company or the applicable Company Subsidiary has a valid, binding and enforceable, subject to the Remedies Exceptions, leasehold interest under each of the Leases, free and clear of all Liens other than Permitted Liens. Each Lease is in full force and effect and is the valid, binding and enforceable, subject to the Remedies Exceptions, obligation of each party thereto in accordance with its terms. The Company or the applicable Company Subsidiary has accepted full possession of each individual Leased Real Property and is currently occupying and using same pursuant to the terms of the applicable Lease. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such Lease, which has not been re deposited in full. All “landlord work” and “tenant work” or other improvements or construction required or contemplated by each Lease has been completed in accordance with the applicable Lease and accepted by the Company or the applicable Company Subsidiary. None of the Company nor any of the Company Subsidiaries, nor to the Company’s knowledge, any other person is in material breach or material violation of, or default under, any Lease and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both). No party to any material Lease has exercised any termination rights with respect thereto, and no such party has given written notice of any outstanding material dispute with respect to any Lease. Following the consummation of the Transactions, the Company or the applicable Company Subsidiary will have a valid, binding and enforceable, subject to the Remedies Exceptions, leasehold interest under each of the Leases, free and clear of all Liens other than Permitted Liens, and full right to possess and use the Leased Real Property in accordance with the Leasee.

(e) The Company or the applicable Company Subsidiary has all certificates of occupancy, permits, licenses, certificates of authority, authorizations, approvals, registrations, and other similar consents issued by or obtained from any Governmental Authority necessary for the current use and operation of the Leased Real Property in all material respects. The Leased Real Property is in compliance in all material respects with all applicable Laws, including, fire, health, building, use, occupancy, subdivision and zoning laws.

(f) There do not exist any actual or, to the Company’s knowledge, threatened condemnation or eminent domain proceedings that affect any Leased Real Property or any part thereof, and none of the Company nor any of the Company Subsidiaries has received any written notice of the intention of any Governmental Authority or other person to take or use any Leased Real Property or any part thereof or interest therein.

(g) The Company or the Company Subsidiaries, as applicable, have not received any written notice from any insurance company that has issued a policy with respect to any Leased Real Property (i) requiring performance of any structural or other repairs or alterations to such Leased Real Property that have not been completed, (ii) increasing the premiums payable under such insurance policy as a result of the current or proposed use of the Leased Real Property insured under such insurance policy or (iii) cancelling such insurance policy.

38

(h) None of the Company nor any of the Company Subsidiaries, nor any of their respective affiliates owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign or dispose of any portion of or interest in the Leased Real Property or the Leases.

4.13 Intellectual Property.

(a) Section 4.13(a) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following: (i) registered Intellectual Property rights and applications for registrations of Intellectual Property rights that are owned or purported to be owned by the Company or the Company Subsidiaries (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar); (ii) all contracts or agreements to use any Company-Licensed IP, including for the Software or Business Systems of any other person, that are material to the business of the Company or the Company Subsidiaries as currently conducted (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost or aggregate annual license and maintenance fees of less than $150,000); and (iii) to the extent not covered in clause (ii), any Software or Business Systems, owned or purported to be owned or licensed by the Company or any Company Subsidiary that is material to the business of the Company or any Company Subsidiary as currently conducted that would have a replacement cost of more than $150,000 and (iv) unregistered proprietary Software owned or purported to be owned by the Company or any Company Subsidiary that is material to, and required to operate, the business of the Company and the Company Subsidiaries as of the date hereof. To the knowledge of the Company, the Company IP constitutes all material Intellectual Property rights used in the operation of the business of the Company and the Company Subsidiaries and is sufficient for the conduct of such business as currently conducted and contemplated to be conducted as of the date hereof in all material respects.

(b) The Company or any one of the Company Subsidiaries solely and exclusively owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and has the right to use, pursuant to a written license, all Company-Licensed IP and Business Systems, including Software. All Company-Owned IP is subsisting and, to the knowledge of the Company, valid and enforceable. No loss or expiration of any of the Company-Owned IP, or, to the Company’s knowledge, any of the Company-Licensed IP, is threatened in writing, or, other than upon expiration of its statutory term in the ordinary course, pending.

(c) The Company and each of its applicable Company Subsidiaries take reasonable actions to maintain, protect, and enforce Intellectual Property rights, including the secrecy, confidentiality and value of its trade secrets and other Confidential Information in all material respects. Neither the Company nor any Company Subsidiaries have disclosed any trade secrets or other Confidential Information that is material to the business of the Company and any applicable Company Subsidiaries to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information or intentionally in the conduct of the Company’s business in the ordinary course including the marketing, sale, distribution and maintenance of Products.

(d) (i) To the Company’s knowledge, there have been no claims properly filed and served, or threatened in writing (including email) to be filed, against the Company or any Company Subsidiary in any forum, by any person (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any of the Company IP, or (B) alleging any infringement or misappropriation of, or other conflict with, any Intellectual Property rights of other persons (including any material demands or offers to license any Intellectual Property rights from any other person); (ii) to the Company’s knowledge, the operation of the business of the Company and the Company Subsidiaries (including the Products) has not and does not infringe, misappropriate or violate, any Intellectual Property rights of other persons; (iii) to the Company’s knowledge, no other person has infringed, misappropriated or violated any of the Company-Owned IP; and (iv) neither the Company nor any of the Company Subsidiaries has received any formal written opinions of counsel regarding any of the foregoing.

39

(e) All persons who have contributed, created, conceived, or otherwise developed any Company-Owned IP have executed valid, written agreements with the Company or one of the Company Subsidiaries, pursuant to which such persons agreed to assign to the Company or the applicable Company Subsidiary all of their entire right, title, and interest in and to any Intellectual Property contributed, created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Company or the applicable Company Subsidiary. There are no outstanding Actions, and, to the Company’s knowledge, no circumstances that exist that would give rise to any Action, for any compensation or other payments to such person in relation to any Company IP that such person has contributed, created, conceived or otherwise developed. To the Company’s knowledge, no employee, independent contractor, or agent of the Company or the Company Subsidiaries has misappropriated any material trade secrets of the Company or the Company Subsidiaries in the course of his or her performance as an employee, independent contractor, or agent, and no employee, independent contractor, or agent of the Company or the Company Subsidiaries is in material default or material breach of any material term of any employment agreement, nondisclosure agreement, assignment of invention agreement, or similar agreement or contract to the extent relating to the protection, ownership, development, use or transfer of Company IP.

(f) The Company and Company Subsidiaries do not use and have not used any Open Source Software or any modification or derivative thereof in a manner that would (i) grant or purport to grant to any other person any rights to or immunities under any of the Company IP, or (ii) require the Company or any Company Subsidiary to disclose or distribute the source code to any Business Systems or Product components, to license or provide the source code to any of the Business Systems or Product components for the purpose of making derivative works, or to make available for redistribution to any person the source code to any of the Business Systems or Product components at no or minimal charge other than use of Open Source Software that is intentionally limited to libraries, which use does not impose any licensing restrictions regarding use of proprietary software developed using such libraries.

(g) The Company or one of the Company Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all Business Systems, and such Business Systems are sufficient for the immediate and anticipated future needs of the business of the Company or any of the Company Subsidiaries as currently conducted by the Company or the Company Subsidiaries. The Company and each of the Company Subsidiaries maintain commercially reasonable disaster recovery and business continuity plans, procedures and facilities, and since January 1, 2019, there has not been any material failure with respect to any of the Business Systems that has not been remedied or replaced in all material respects. The Company and each of the Company Subsidiaries have purchased a sufficient number of seat licenses for their Business Systems.

(h) The Company and each of the Company Subsidiaries comply in all material respects with (i) all applicable Data Protection Laws (including any data collected in connection with COVID-19 screening pursuant to the recommendation issued by the Italian Data Protection authority), (ii) any applicable GDPR privacy or other policies adopted by the Company or the Company Subsidiary, respectively, concerning the collection, dissemination, storage or use of Personal Data, and (iii) all contractual commitments that the Company or any Company Subsidiary has entered into or is otherwise bound with respect to Data Protection Laws. The Company and the Company Subsidiaries have each implemented reasonable data security safeguards designed to protect the security and integrity of its Business Systems and any Business Data in material compliance with the GDPR provisions. Since January 1, 2017, neither the Company nor any of the Company Subsidiaries has (x) experienced any material data security breaches that were required to be reported under applicable Data Protection Laws or customer contracts; or (y) been subject to or received written notice of any audits, proceedings or investigations by any Governmental Authority or any customer, or received any material claims or complaints regarding the collection, dissemination, storage or use of Personal Information, or the violation of any applicable Data Protection Laws in any material respect.

40

(i) The Company or one of the Company Subsidiaries has all rights to use the Business Data, in whole or in part, in the manner in which the Company and the Company Subsidiaries receive and use such Business Data prior to the Closing Date in all material respects.

4.14 Taxes.

(a) The Company and each of the Company Subsidiaries: (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that the Company or any of the Company Subsidiaries are otherwise obligated to pay, except with respect to Taxes that are (whether or not such Taxes have been reported on any Tax returns) being contested in good faith and are disclosed in Section 4.14(a) of the Company Disclosure Schedule and no material penalties or charges are due with respect to the late filing of any Tax Return required to be filed by or with respect to any of them on or before the Closing; (iii) with respect to all material Tax Returns filed by or with respect to any of them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which assessment or deficiency has not yet been resolved; and (iv) do not have any deficiency, audit, examination, investigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

(b) Neither the Company nor any Company Subsidiary is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) that will have continuing effect after the Closing (other than among any of the Company and the Company Subsidiaries) or has a potential liability or obligation to any other person (other than the Company and the Company Subsidiaries) as a result of or pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract, arrangement or commitment the primary purpose of which does not relate to Taxes.

(c) To the Knowledge of the Company, as of the date hereof, none of the Company and the Company Subsidiaries are required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period or portion thereof ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-United States income Tax law) in existence on or prior to the Closing Date; (vi) any use of an improper method of accounting use for any tax period or portion thereof ending or ended on or prior to the Closing Date; or (vii) income arising or accruing prior to the Closing and includable after the Closing under Subchapter K, Section 951, 951A or 956 of the Code.

41

(d) Each of the Company and the Company Subsidiaries has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes, including all reporting and recordkeeping requirements related thereto.

(e) Neither the Company nor any of the Company Subsidiaries has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return (other than a group of which the Company was the common parent).

(f) Neither the Company nor any of the Company Subsidiaries has any material liability for the Taxes of any person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(g) Neither the Company nor any of the Company Subsidiaries has any request for a material ruling in respect of Taxes pending between the Company or any Company Subsidiary and any Tax authority.

(h) The Company has made available to SPAC true, correct and complete copies of the income Tax Returns filed by the Company and the Company Subsidiaries for tax years 2018, 2019 and 2020.

(i) Neither the Company nor any of the Company Subsidiaries has within the last two (2) years distributed stock of another person, or has had its 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 Section 361 of the Code.

(j) Neither the Company nor any of the Company Subsidiaries has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2), or any corresponding or similar provision of state, local or non-United States Law.

(k) Neither the IRS nor any other United States or non-United States taxing authority or agency has asserted in writing or, to the knowledge of the Company or any of the Company Subsidiaries, has threatened to assert against the Company or any Company Subsidiary any deficiency or claim for any Taxes or interest thereon or penalties in connection therewith, which is still pending or unresolved.

(l) There are no Tax liens upon any assets of the Company or any of the Company Subsidiaries except for Permitted Liens.

(m) Equity interests in the Company are not United States real property interests within the meaning of Section 897(c)(1) of the Code. None of the Company and the Company Subsidiaries: (i) has received written notice from a non-United States taxing authority that it has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized, or (ii) has received written notice from a jurisdiction where it does not file Tax Returns that it is subject to Tax in that jurisdiction. None of the Company and the Company Subsidiaries has made an election under Section 965(h) of the Code.

42

(n) The Company and each Company Subsidiary is, and has been since its formation, treated as a foreign corporation for United States federal income tax purposes other than D-Orbit, Inc.

(o) Neither the Company nor any of the Company Subsidiaries has taken or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger and the Exchanges from qualifying for the Intended Tax Treatment.

(p) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 4.14 and in Section 4.10 (to the extent related to Taxes) shall constitute the only representations and warranties by the Company and the Company Subsidiaries with respect to Taxes.

4.15 Environmental Matters. Except as would not have a Company Material Adverse Effect, (a) each of the Company and the Company Subsidiaries is and has been since January 1, 2019 in compliance with all applicable Environmental Laws; (b) each of the Company and the Company Subsidiaries has obtained and is in compliance with all permits, licenses, franchises, grants, exemptions, registrations, accreditations and other authorizations required under Environmental Laws (“Environmental Permits”) to own, lease and operate its properties and to carry on its business, and each such Environmental Permit is in full force and effect, free from breach, and will not be adversely affected by the Transactions; (c) neither the Company nor any Company Subsidiary has received written notice from any person regarding any actual or alleged violation of, or liability under, any Environmental Law, the subject of which has not been fully resolved; (d) except for regulatory orders of general applicability, neither the Company nor any Company Subsidiary is subject to any order, writ, judgment, injunction, decree, determination or award applicable to it or with respect to its assets arising under Environmental Law under which any material obligation remains unsatisfied; (e) to the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company or any Company Subsidiary are contaminated with any Hazardous Substance in violation of applicable Environmental Laws or in a manner that requires or would reasonably be expected to require reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws; (f) neither the Company nor any Company Subsidiary has handled, stored, transported, disposed of, arranged for or permitted the disposal of, or Released any Hazardous Substances, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to material liability under any Environmental Law; (g) to the knowledge of the Company, the Transactions will not result in any liabilities for site investigation or cleanup, or require the consent of any Person, pursuant to any so-called “transaction-triggered” or “responsible property transfer” requirements in any Environmental Laws; (h) neither the Company nor any Company Subsidiary has, either expressly or by operation of Law, assumed or undertaken any material liability, including any obligation for corrective or remedial action, of any other person relating to Environmental Laws.

4.16 Material Contracts.

(a) Section 4.16(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Company Subsidiary is a party, excluding for this purpose, any purchase orders submitted by customers (such contracts and agreements as are required to be set forth Section 4.16(a) of the Company Disclosure Schedule along with any Plan listed on Section 4.10(a) of the Company Disclosure Schedule being the “Material Contracts”):

(i) each contract and agreement with consideration paid or payable to the Company or any of the Company Subsidiaries of more than €250,000, in the aggregate, in the prior or current fiscal year;

43

(ii) each contract and agreement with Suppliers for expenditures paid or payable by the Company or any Company Subsidiary, including those relating to the design, development, manufacture or sale of any Products of the Company or any Company Subsidiary, of more than €200,000, in the aggregate, in the prior or current fiscal year;

(iii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party that are material to the business of the Company;

(iv) all management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any Product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party;

(v) all (A) employment agreements pursuant to which an employee is entitled to receive base annual compensation in excess of €150,000; and (B) consulting agreements pursuant to which an independent contractor is entitled to receive annual payments in excess of € 150,000; and (C) severance agreements that provide for mandatory or potential severance payments in excess of €150,000.

(vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than €250,000;

(vii)   all material definitive partnership, joint venture or similar agreements;

(viii) all contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is a party, other than any Company Permits;

(ix) all collective bargaining agreements or other contracts with any union, works council or labor organization;

(x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Company Subsidiary to compete in any material respect in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses;

(xi) all leases or master leases of personal property reasonably likely to result in annual payments of €250,000 or more in a 12-month period;

44

(xii)   all contracts involving use of any Company-Licensed IP required to be listed in Section 4.13(a)(ii) of the Company Disclosure Schedule;

(xiii) all contracts or agreements under which the Company has agreed to purchase goods or services from a Supplier or other person on a preferred supplier or “most favored supplier” basis; or

(xiv) contracts which involve the license or grant of rights to Company-Owned IP by the Company or the Company Subsidiaries, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to customers in the ordinary course of business.

(b) Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, (i) each Material Contract is a legal, valid and binding obligation of the Company or the Company Subsidiaries (subject to the Remedies Exception) and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Company Subsidiary is in breach or violation of, or default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Material Contract; and (iii) the Company and the Company Subsidiaries have not received any written or to the knowledge of the Company, oral claim of default under any such Material Contract. The Company has furnished or made available to SPAC true and materially complete copies of all Material Contracts, including amendments thereto that are material in nature.

(c) The Company has not altered or amended any Material Contract in response to COVID-19 and no counterparty to any Material Contract has sought to or threatened in writing or, to the knowledge of the Company, otherwise threatened to renegotiate any Material Contract or threatened non-performance under any Material Contract, in each case, as a result of COVID-19.

4.17 Insurance. Except as would not have a Company Material Adverse Effect: (a) each policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; and (b) neither the Company nor any Company Subsidiary is in breach or default, and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the policy.

4.18 Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of the full Company Board at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent in lieu of a meeting, has duly (a) determined that this Agreement and the Transactions are in the best interests of the Company, and (b) approved this Agreement and the Transactions. No approval or vote is required by the Company Shareholders to approve or adopt this Agreement other than the execution and consummation of the Exchange Agreement by the Company Shareholders to effect the Exchange.

4.19 Certain Business Practices.

(a) None of the Company, any Company Subsidiary or, to the Company’s knowledge, any directors, officers, agents or employees of the Company or any Company Subsidiary, has:

(i)   used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity;

45

(ii)   made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any applicable Anti-Corruption Laws; or

(iii) made any payment in the nature of bribery.

(b) The Company, any Company Subsidiary and, to the Company’s knowledge, their respective directors, officers, agents and employees, are in material compliance with Anti-Corruption Laws and Anti-Money Laundering Laws, including with regard to financial recordkeeping and reporting requirements in all jurisdictions in which the Company and any Company Subsidiary conducts business.

(c) None of the Company, any Company Subsidiary, nor, to the Company’s knowledge, any of their respective directors, officers, agents or employees: (i) is or has been subject to any action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Anti-Corruption Laws or Anti-Money Laundering Laws; or (ii) made a voluntary, directed, or involuntary disclosure to any governmental authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Anti-Corruption Laws or Anti-Money Laundering Laws.

(d) The Company as well as its respective affiliates have instituted and maintain in effect policies and procedures reasonably designed to achieve compliance with Anti-Corruption Laws and Anti-Money Laundering Laws.

4.20 Interested Party Transactions. Except for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the ordinary course of business and pursuant to any Plan or as set forth in Section 4.20 of the Company Disclosure Schedules, no director, officer or other affiliate of the Company or any Company Subsidiary, to the Company’s knowledge, has or has had, directly or indirectly: (a) an economic interest in any person that has furnished or sold, or furnishes or sells, services or Products that the Company or any Company Subsidiary furnishes or sells, or proposes to furnish or sell; (b) an economic interest in any person that purchases from or sells or furnishes to, the Company or any Company Subsidiary, any goods or services; (c) a beneficial interest in any contract or agreement disclosed in Section 4.16(a) of the Company Disclosure Schedule; or (d) any contractual or other arrangement with the Company or any Company Subsidiary, other than customary indemnity arrangements; provided, however, that ownership of no more than five percent (5%) of the outstanding voting stock of a publicly traded corporation shall not be deemed an “economic interest in any person” for purposes of this Section 4.20. As of the date of this Agreement, the Company and the Company Subsidiaries have not (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company, or (ii) materially modified any term of any such extension or maintenance of credit.

4.21 Exchange Act; Proxy Statement/Prospectus and Registration Statement.

(a) Neither the Company nor any Company Subsidiary is currently (or has previously been) subject to the requirements of Section 12 of the Exchange Act.

(b) None of the information relating to the Company supplied by the Company in writing for inclusion in the Proxy Statement/Prospectus or Registration Statement will, as of the date the Registration Statement is declared effective, as of the date the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the SPAC Stockholders, at the time of the SPAC Stockholders’ Meeting, or at the Merger Effective Time, contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representation with respect to any forward-looking statements supplied by or on behalf of the Company for inclusion in, or relating to information to be included in the Proxy Statement/Prospectus or Registration Statement.

46

4.22 Brokers. Except as set forth in Section 4.22 of the Company Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

4.23 Sanctions, Import Control, and Export Control Laws.

(a) None of the Company, any Company Subsidiary, nor any of their respective directors, officers, employees or agents was in the past five years or is a Restricted Person.

(b) None of the Company nor any Company Subsidiary, is in material violation of, or has materially violated in the past five years, Sanctions Laws, Import Controls Laws, or Export Control Laws.

(c) None of the Company nor any Company Subsidiary:

(i)   is or has been in the past five years subject to any written action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Sanctions Laws, Import Control Laws, or Export Control Laws; or

(ii)   in the past five years made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Sanctions Laws, Import Control Laws, or Export Control Laws.

4.24 Government Contracts. To the knowledge of the Company, during the past two (2) years, neither the Company nor any Company Subsidiary has (a) materially breached or materially violated any Law, certification, representation, clause, provision or requirement pertaining to any Government Contract as applicable to the Company or Company Subsidiary; (b) been suspended or debarred from bidding on Government Contracts by a Governmental Authority; (c) received written notice of any audit or investigation by any Governmental Authority with respect to any Government Contract (other than routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to such Government Contract); (d) conducted or initiated any internal investigation or made any disclosure with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract; (e) received from any Governmental Authority or any other Person any written notice of material breach, cure, show cause or default with respect to any Government Contract; (f) had any Government Contract terminated by any Governmental Authority or any other Person for default or failure to perform; (g) received any small business set-aside contract, any other set-aside contract or other order or contract requiring small business or other preferred bidder status or (h) entered any Government Contracts payable on a cost-reimbursement basis. To the knowledge of the Company, there are no material outstanding written claims or disputes in connection with the Company’s Government Contracts. To the knowledge of the Company, there are no outstanding or unsettled written allegations of fraud, false claims or overpayments nor any investigations or audits by any Governmental Authority with regard to any of the Government Contracts (other than routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to such Government Contract).

47

4.25 Exchange Agreement. Notwithstanding anything in this Article IV to the contrary, as of the date of the full execution of the Exchange Agreement, (a) the Exchange Agreement when entered into will be a legal, valid and binding obligation of the Company, Holdco (subject to the Remedies Exception) and, to the knowledge of the Company, each of the Company Shareholders party thereto, (b) neither the Company nor Holdco will be in breach or violation of, or default under, any Exchange Agreement nor has any Exchange Agreement been terminated or canceled by any Company Shareholder, (c) no Company Shareholder will be in breach or violation of, or default under, the Exchange Agreement and (d) the Company and Holdco will not have received any written or, to the knowledge of the Company, oral claim of default under any such Exchange Agreement. The Company will have furnished or made available to SPAC true and complete copy of the Exchange Agreement, including amendments thereto that are material in nature. The Company has not altered or amended the Exchange Agreement and no Company Shareholder has sought to or threatened in writing or, to the knowledge of the Company, otherwise threatened to renegotiate any Exchange Agreement or threatened non-performance under the Exchange Agreement, in each case, as to which such Company Shareholder is a party.

4.26 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Company Disclosure Schedule), the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Article V
REPRESENTATIONS AND WARRANTIES OF SPAC

Except as set forth in SPAC’s disclosure schedule (it being understood and agreed that information disclosed in any Section of the SPAC Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of the SPAC Disclosure Schedule to which such disclosure would reasonably pertain or if its relevance to such other Section is reasonably apparent on the face of such disclosure) delivered by SPAC in connection with this Agreement (the “SPAC Disclosure Schedule”), SPAC hereby represents and warrants to the Company as follows:

5.1   Corporate Organization.

(a) SPAC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. SPAC has all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such governmental approval or be so qualified or licensed and in good standing would not have a SPAC Material Adverse Effect.

48

(b) SPAC does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture, business association or other person.

5.2   Certificate of Incorporation and By-laws. SPAC has heretofore furnished to the Company complete and correct copies of the SPAC Organizational Documents. The SPAC Organizational Documents are in full force and effect. SPAC is not in violation of any of the provisions of the SPAC Organizational Documents in any material respect.

5.3   Capitalization.

(a) As of the date hereof, the authorized capital stock of SPAC consists of (i) 100,000,000 shares of SPAC Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of SPAC Preferred Stock, par value $0.0001 per share. As of the date of this Agreement, (A) 14,625,000 shares of SPAC Common Stock are issued and outstanding (which includes 11,500,000 shares subject to Redemption Rights), (B) no shares of SPAC Preferred Stock are issued and outstanding, (C) no shares of SPAC Common Stock are held in the treasury of SPAC, (D) 11,500,000 redeemable warrants to purchase SPAC Common Stock and 5,425,000 private placement warrants to purchase SPAC Common Stock are issued and outstanding and (E) 11,500,000 SPAC Rights. Each SPAC Warrant is exercisable for the number of shares of SPAC Common Stock stated in each SPAC Warrant at an exercise price of $11.50 per share.

(b) All outstanding shares of SPAC Common Stock, SPAC Warrants and SPAC Rights (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) are not subject to any preemptive rights, (iii) have been issued and granted in compliance with all applicable securities Laws and other applicable Laws and (iv) were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the SPAC Organizational Documents.

(c) Other than the SPAC Warrants, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of SPAC or obligating SPAC to issue or sell any shares of capital stock of, or other equity interests in, SPAC. SPAC is not a party to, or otherwise bound by, and has not granted, any equity appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of SPAC Common Stock or any of the equity interests or other securities of SPAC. SPAC does not own any equity interests in any person.

(d) Other than Redemption Rights, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Common Stock or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any persons.

5.4   Authority Relative to this Agreement. SPAC has all necessary corporate power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, subject to obtaining the Requisite SPAC Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by SPAC of this Agreement and the Ancillary Agreements to which it is a party and the consummation by SPAC of the Transactions have been duly and validly authorized by all necessary corporate action, including approval by the SPAC Board, and no other corporate proceedings on the part of SPAC is necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the Transactions (other than the Requisite SPAC Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Company, Holdco and Merger Sub, constitutes a legal, valid and binding obligation of SPAC, enforceable against SPAC, in accordance with its terms subject to the Remedies Exceptions.

49

5.5   No Conflict; Required Filings and Consents.

(a) Subject to obtaining the requisite consent of the SPAC Stockholders to approve the SPAC Proposals and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the execution and delivery by SPAC of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by SPAC will not, (i) conflict with or violate the SPAC Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.5(b) have been obtained and all filings and obligations described in Section 5.5(b) have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to SPAC or by which any of its property or assets is bound or affected in any material respect, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC or any of its property or assets is bound or affected, except, in each case as would not have a SPAC Material Adverse Effect.

(b) The execution and delivery by SPAC of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by SPAC will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, Exchange Act, Blue Sky Laws, stock exchange and state takeover laws, and filing and recordation of appropriate merger documents as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a SPAC Material Adverse Effect.

5.6   Compliance. SPAC is not or has not been in conflict with, or in default, breach or violation of, (a) any Law applicable to SPAC or by which any property or asset of SPAC is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC or any property or asset of SPAC is bound. SPAC and is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for SPAC to own, lease and operate its properties or to carry on its business as it is now being conducted. No employee, officer, director or agent of SPAC has been debarred or otherwise forbidden by any applicable Law or any Governmental Authority from involvement in the operations in a business similar to the business of the Company and the Company Subsidiaries.

5.7   SEC Filings; Financial Statements; Sarbanes-Oxley.

(a) Except as set forth on Section 5.7 of the SPAC Disclosure Schedule, SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since November 23, 2020, together with any amendments, restatements or supplements thereto (collectively, the “SPAC SEC Reports”). SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) complied with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of SPAC has filed with the SEC on a timely basis all documents required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

50

(b) Each of the financial statements (including, in each case, any notes thereto) contained in the SPAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC.

(c) Except as and to the extent set forth in the SPAC SEC Reports, SPAC has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of SPAC’s business.

(d) SPAC is in compliance with the applicable listing and corporate governance rules and regulations of Nasdaq Capital Market.

(e) SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act.

(f)   SPAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involves management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since December 31, 2019, there have been no material changes in SPAC internal control over financial reporting.

51

(g) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(h) Neither SPAC (including any employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing.

(i)   As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. To the knowledge of SPAC, none of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

5.8   Absence of Certain Changes or Events. Since June 30, 2020, except as expressly contemplated by this Agreement, (a) SPAC has conducted its business in the ordinary course and in a manner consistent with past practice in all material respects and (b) there has not been any SPAC Material Adverse Effect.

5.9   Absence of Litigation. There is no Action pending or, to the knowledge of SPAC, threatened against SPAC, or any property or asset of SPAC, before any Governmental Authority. Neither SPAC nor any material property or asset of SPAC is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of SPAC, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

5.10 Board Approval; Vote Required.

(a) The SPAC Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests of SPAC and the SPAC Stockholders, (ii) approved this Agreement, the SPAC Proposals and the Transactions and declared their advisability, (iii) recommended that the SPAC Stockholders approve and adopt this Agreement, the SPAC Proposals and the Transactions, and directed that this Agreement, the SPAC Proposals and the Transactions, be submitted for adoption and approval by the SPAC Stockholders at the SPAC Stockholders’ Meeting, and (iv) adopted a resolution having the effect of causing the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203 of the DGCL) not to apply to the execution, delivery or performance of this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement (the “SPAC Board Recommendation”).

52

(b) The only vote of the holders of any class or series of capital stock of SPAC necessary to effect the Transactions contemplated by this Agreement are the Requisite SPAC Stockholder Approvals.

(c) SPAC has taken all action required to be taken by it so that the restrictions on “business combinations” (as defined in Section 203 of the DGCL) are inapplicable to this Agreement, the Merger and the other Transactions. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statue or regulation or any anti-takeover provision in SPAC’s Organizational Documents is applicable to this Agreement, the Merger or the other Transactions. SPAC does not have in effect any stockholder rights plan, “poison pill” or similar plan or arrangement.

5.11 Brokers. Except as set forth in Section 5.11 of the SPAC Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of SPAC.

5.12 SPAC Trust Fund. As of the date of this Agreement, SPAC has no less than $116,000,000 in the trust fund established by SPAC for the benefit of its public stockholders (the “Trust Fund”) maintained in a trust account at UBS Financial Services Inc. (the “Trust Account”). The monies of such Trust Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by the Trustee pursuant to that certain Investment Management Trust Agreement, dated as of November 23, 2020, by and between SPAC and the Trustee (the “Trust Agreement”). The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, subject to the Remedies Exceptions. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or the Trustee. There are no separate contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied) (a) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or (b) to the knowledge of SPAC, that would entitle any person (other than stockholders of SPAC who shall have elected to redeem their shares of SPAC Common Stock pursuant to the SPAC Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (i) to pay income and franchise taxes from any interest income earned in the Trust Account and (ii) upon the exercise of Redemption Rights in accordance with the provisions of the SPAC Organizational Documents. As of the date hereof, there are no Actions pending or, to the knowledge of SPAC, threatened in writing with respect to the Trust Account. There are no claims, proceedings or other Actions pending with respect to, or against, the Trust Fund and, to the knowledge of SPAC, there are no events, circumstances or conditions that would reasonably result in any such claim, proceeding or other Action. Upon consummation of the Merger and notice thereof to the Trustee pursuant to the Trust Agreement, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to SPAC as promptly as practicable, the Trust Funds in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however that the liabilities and obligations of SPAC due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (A) to SPAC Stockholders who shall have exercised their Redemption Rights, (B) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (C) to the Trustee for fees and costs incurred in accordance with the Trust Agreement; (D) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its efforts to effect the Merger and (E) to underwriters to pay deferred underwriting fees incurred in connection with SPAC’s initial public offering. As of the date hereof, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC at the Closing.

53

5.13 Employees. Other than any officers of SPAC as described in the SPAC SEC Reports, SPAC has never employed any employees. Other than consultants and advisors retained in the ordinary course of business (including in connection with the Transactions) or as described in the SPAC SEC Reports, SPAC has never retained any contractors. Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf in an aggregate amount not in excess of the amount of cash held by SPAC outside of the Trust Account, SPAC has no unsatisfied material liability with respect to any employee, officer or director. SPAC has never and does not currently maintain, sponsor, contribute to or have any direct liability under any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), nonqualified deferred compensation plan subject to Section 409A of the Code, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements. Except as set forth in Section 5.13 of the SPAC Disclosure Schedules, neither the execution and delivery of this Agreement nor the other Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment becoming due to any director, officer or employee of SPAC, (ii) result in the acceleration of the time of payment or vesting of any such benefits, or (iii) give rise to any “excess parachute payment” within the meaning of Section 280G of the Code. There is no contract, agreement, plan or arrangement to which SPAC is a party which requires payment by any party of a Tax gross-up or Tax reimbursement payment to any person.

5.14 Taxes.

(a) SPAC (i) has duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) has timely paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that SPAC is otherwise obligated to pay, except with respect to current Taxes that are not yet due and payable or are otherwise being contested in good faith; (iii) with respect to all material Tax Returns filed by or with respect to it, has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which assessment or deficiency has not yet been resolved; and (iv) does not have any deficiency, audit, examination, investigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

(b) SPAC is not party to, bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) or has a potential liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract, arrangement or commitment the primary purpose of which does not relate to Taxes.

(c) To the knowledge of SPAC, as of the date hereof, SPAC is not required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; or (iii) installment sale made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-United States income Tax law) in existence on or prior to the Closing Date; (vi) any use of an improper method of accounting use for any tax period or portion thereof ending or ended on or prior to the Closing Date; or (vii) income arising or accruing prior to the Closing and includable after the Closing under Subchapter K, Section 951, 951A or 956 of the Code.

54

(d) SPAC has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes, including all reporting and record keeping requirements related thereto.

(e) SPAC has not been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return.

(f)   SPAC does not have any material liability for the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(g) SPAC does not have any request for a material ruling in respect of Taxes pending between SPAC, on the one hand, and any Tax authority, on the other hand.

(h) SPAC has made available to the Company true, correct and complete copies of the U.S. federal income Tax Returns filed by SPAC for the 2020 tax year.

(i)   SPAC has not since incorporation distributed stock of another person, or had its 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 Section 361 of the Code.

(j)   SPAC has not engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(k) There are no Tax liens upon any assets of SPAC except for Permitted Liens.

(l)   SPAC (A) is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(2) or (B) has not received written notice from a jurisdiction where it does not file Tax Returns that it is subject to Tax in that jurisdiction. SPAC has not made an election under Section 965(h) of the Code.

(m) SPAC has not taken or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger and the Exchange from qualifying for the Intended Tax Treatment.

(n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 5.14 shall constitute the only representations and warranties by the SPAC with respect to Taxes.

55

5.15 Listing. The issued and outstanding shares of SPAC Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “BREZ”. The issued and outstanding SPAC Rights are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “BREZR”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “BREZW”. As of the date of this Agreement, there is no Action pending or, to the knowledge of SPAC, threatened in writing against SPAC by the Nasdaq Capital Market or the SEC with respect to any intention by such entity to deregister the shares of SPAC Common Stock, SPAC Warrants or SPAC Rights or terminate the listing of SPAC on the Nasdaq Capital Market. None of SPAC or any of its affiliates has taken any action in an attempt to terminate the registration of the shares of SPAC Common Stock, the SPAC Warrants or the SPAC Rights under the Exchange Act.

5.16 Prior Business Operation. SPAC has limited its activities in all material respects to those activities (a) contemplated in the prospectus of SPAC, dated as of November 23, 2020, or (b) otherwise necessary to consummate the Transactions.

5.17 SPAC Material Contracts.

(a) The SPAC SEC Reports include true and complete copies of each “material contract” (as such term is defined in Regulation S-K of the SEC) to which SPAC is party (the “SPAC Material Contracts”).

(b) Each SPAC Material Contract is in full force and effect and, to the knowledge of SPAC, is valid and binding upon and enforceable against each of the parties thereto (subject to the Remedies Exception), except insofar as enforceability may be limited by the Remedies Exceptions. True and complete copies of all SPAC Material Contracts have been made available to the Company.

5.18 Investment Company Act. SPAC is not an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each case within the meaning of the Investment Company Act of 1940.

5.19 Proxy Statement/Prospectus and Registration Statement. None of the information relating to SPAC supplied by SPAC in writing for inclusion in the Proxy Statement/Prospectus or Registration Statement will, as of the date the Registration Statement is made effective, as of the date the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the SPAC Stockholders, at the time of the SPAC Stockholders’ Meeting, or at the Merger Effective Time, contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that SPAC makes no representation with respect to any forward-looking statements supplied by or on behalf of SPAC for inclusion in, or relating to information to be included in the Proxy Statement/Prospectus or Registration Statement.

5.20 SPAC’s Investigation and Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Company Subsidiaries and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, which it has engaged for such purpose. SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Company, the Company Subsidiaries and the Transactions. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company, any of the Company Subsidiaries or their Representatives (including the Company Shareholders), except for the representations and warranties of the Company expressly set forth in Article IV (as modified by the Company Disclosure Schedule). Neither the Company nor any of its shareholders, affiliates or Representatives shall have any liability to SPAC or any of its stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC, whether orally or in writing, in any confidential information memoranda, the Dataroom or other “datarooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. Neither the Company nor any of its shareholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and the Company Subsidiaries.

56

Article VI
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB

Each of Holdco and Merger Sub hereby represents and warrants to SPAC as follows:

6.1   Corporate Organization. Each of Holdco and Merger Sub is a corporation duly organized, validly existing and in good standing (insofar as such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

6.2   Certificate of Incorporation and By-laws. Each of Holdco and Merger Sub has heretofore furnished to SPAC complete and correct copies of the Holdco Organizational Documents and Merger Sub Organizational Documents as of the date hereof, respectively, Each of the Holdco Organizational Documents and Merger Sub Organizational Documents are in full force and effect as of the date hereof, and neither Holdco nor Merger Sub is in violation of any of the provisions of such organizational documents.

6.3   Capitalization.

(a) As of the date hereof, the issued share capital of Holdco consists of the Initial Holdco Shares. As of the date hereof, Seraphim is the sole shareholder of Holdco.

(b) As of the date hereof, the authorized capital stock of Merger Sub consists of one hundred (100) shares of Merger Sub Common Stock.

(c) The outstanding Initial Holdco Shares have been issued and granted in compliance with all applicable securities Laws and other applicable Laws and free and clear of all Liens other than transfer restrictions under applicable securities Laws and the Holdco Organizational Documents.

(d) The Holdco Shares constituting the Combined Share Consideration being delivered by Holdco under the Holdco Shares Combined Issuance hereunder shall be duly and validly issued, fully paid and nonassessable, and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws, the Holdco Organizational Documents and the Registration Rights Agreements, the provisions of this Agreement and any Liens incurred by the holder of the Holdco Shares. The Holdco Shares constituting the Combined Share Consideration being delivered by Holdco hereunder will be issued under the Holdco Shares Combined Issuance in compliance with all applicable securities Laws in all material respects and will not be subject to or give rise to any preemptive rights or rights of first refusal.

57

(e) Except as contemplated by or referred to under this Agreement and the Exchange Agreement, (i) there are no other options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Holdco or obligating Holdco to issue or sell any shares of capital stock of, or other equity interests in, Holdco, (ii) Holdco is not a party to, or otherwise bound by, and Holdco has not granted, any equity appreciation rights, participations, phantom equity or similar rights and (iii) there are no voting trusts, voting agreements, proxies, shareholder agreements or other similar agreements with respect to the voting or transfer of the Holdco Shares or any of the equity interests or other securities of Holdco. As of the date hereof, except for Merger Sub, Holdco does not own any equity interests in any person.

6.4   Authority Relative to this Agreement. Each of Holdco and Merger Sub have all necessary 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, subject to the adoption of this Agreement by Holdco as the sole stockholder of Merger Sub, to consummate the Transactions. The execution and delivery of this Agreement and such Ancillary Agreements by each of Holdco and Merger Sub and the consummation by each of Holdco and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Holdco or Merger Sub are necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the Transactions (other than (a) with respect to the Transactions, the approval and adoption of this Agreement by the Holdco Board, the holders of a relevant majority of the then-outstanding Holdco Initial Shares and by Holdco (as the holder of all of the then outstanding Merger Sub Common Stock), and the filing and recordation of appropriate documents as required by the DGCL and the 1915 Law, as the case may be, and (b) with respect to the issuance of Holdco Shares and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the approval of a relevant majority of the then-outstanding Holdco Shares). This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Holdco or Merger Sub, enforceable against Holdco or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

6.5   No Conflict; Required Filings and Consents.

(a) The execution and delivery by Holdco and Merger Sub of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Holdco and Merger Sub will not, (i) conflict with or violate the Holdco Organizational Documents or Merger Sub Organizational Documents (as the case may be), (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.5(b) have been obtained and all filings and obligations described in Section 5.5(b) have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to Holdco or Merger Sub or by which any of their respective property or assets is bound or affected in any material respect or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Holdco or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Holdco or Merger Sub is a party or by which Holdco or Merger Sub or any of their respective property or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a material adverse effect.

58

(b) The execution and delivery by Holdco and Merger Sub of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Holdco or Merger Sub, as applicable, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, Exchange Act, Blue Sky Laws and state takeover laws, rules and regulations of Nasdaq, the notification requirements of applicable Antitrust Laws, if any, and filing and recordation of appropriate documents as required by the SEC, DGCL and the 1915 Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent Holdco and Merger Sub from performing their respective material obligations under this Agreement and each such Ancillary Agreement.

6.6   Compliance. Neither Holdco nor Merger Sub is or has been in conflict with, or in default, breach or violation of, (a) any Law applicable to Holdco or Merger Sub or by which any property or asset of Holdco or Merger Sub is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Holdco or Merger Sub is a party or by which Holdco or Merger Sub or any property or asset of Holdco or Merger Sub is bound. Holdco and Merger Sub are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for Holdco and Merger Sub to own, lease and operate their respective properties or to carry on their respective businesses as they are now being conducted. No employee, officer, director or agent of Merger Sub has been debarred or otherwise forbidden by any applicable Law or any Governmental Authority from involvement in the operations in a business similar to the business of the Company and the Company Subsidiaries.

6.7   Board Approval; Vote Required.

(a) The Holdco Board has, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are in the best interests of Holdco and (ii) approved this Agreement and the Transactions.

(b) The only vote of the holders of any class or series of capital stock of Holdco that is necessary to approve this Agreement, the Exchange and the Transactions is the Holdco Requisite Approval.

(c) Merger Sub Board has, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub and Holdco (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability and (iii) recommended that Holdco (as the sole shareholder of Merger Sub) approve and adopt this Agreement and approve the Transactions and directed that this Agreement and the Transactions be submitted for consideration by Holdco (as the sole shareholder of Merger Sub).

(d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement and the Transactions is the affirmative vote of the Holdco as sole stockholder of all outstanding shares of Merger Sub Common Stock.

59

6.8   No Prior Operations of Holdco or Merger Sub; Post-Closing Operations. Holdco and Merger Sub were formed for the sole purposes of entering into this Agreement and the Ancillary Agreements to which they are party and engaging in the Transactions. Since the date of the Holdco Organizational Documents and the Merger Sub Organizational Documents, as the case may be, neither Holdco nor Merger Sub has engaged in any business or activities whatsoever, nor incurred any liabilities, except in connection with this Agreement, the Ancillary Agreements or in furtherance of the Transactions. Neither Holdco nor Merger Sub has any employees or liabilities under any Plan. Holdco and Merger Sub are qualified and able to acquire and hold or control each Company Permit necessary for the conduct of the business of the Company and the Company Subsidiaries after the Closing under applicable Law, including the rules and regulations of the Governmental Authority that issued such Company Permit and there are no facts or circumstances that exist which would materially impair, delay or preclude SPAC’s ability to obtain any Company Permits necessary for Holdco to conduct the business of the Company and the Company Subsidiaries.

6.9   Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Holdco or Merger Sub.

6.10 Proxy Statement/Prospectus and Registration Statement. None of the information relating to Holdco or Merger Sub supplied by Holdco or Merger Sub in writing for inclusion in the Proxy Statement/Prospectus or Registration Statement will, as of the date the Registration Statement is declared effective, as of the date the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the SPAC Stockholders, at the time of the SPAC Stockholders’ Meeting, or at the Merger Effective Time, contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that Holdco and Merger Sub make no representation with respect to any forward-looking statements supplied by or on behalf of Holdco or Merger Sub for inclusion in, or relating to information to be included in the Proxy Statement/Prospectus or Registration Statement.

6.11 Tax Matters. To the knowledge of Company, Holdco and the Merger Sub, there is no plan or intention to liquidate the Company or SPAC (including a liquidation for Tax purposes) following the Transactions.

Article VII
CONDUCT OF BUSINESS PENDING THE MERGER

7.1   Conduct of Business by the Company, Holdco and Merger Sub Pending the Merger.

(a) The Company agrees that, between the date of this Agreement and the Closing or the earlier termination of this Agreement, except as (i) expressly contemplated or permitted by any other provision of this Agreement or any Ancillary Agreement (including the issuance of the Convertible Bonds and the Convertible Bond Conversion), (ii) as set forth in Section 7.1 of the Company Disclosure Schedule, (iii) as required by applicable Law (including as may be requested or compelled by any Governmental Authority or in response to any change in Law as a result of addressing COVID-19 or any COVID-19 Measures), (iv) as may otherwise be required by applicable fiduciary or contractual obligations, or (v) otherwise consented to in writing by SPAC (which consent shall not be unreasonably withheld, delayed or conditioned): (A) the Company shall, and shall cause the Company Subsidiaries to, conduct their business in all material respects in the ordinary course of business and in a manner consistent with past practice; provided that, in the case of actions that are taken (or omitted to be taken) reasonably in response to an emergency or urgent condition or conditions arising from COVID-19, the Company and the Company Subsidiaries shall not be deemed to be acting outside the ordinary course of business, so long as such actions or omissions are reasonably designed to (1) protect the health or welfare of the Company’s employees, directors, officers or agents or (2) comply with clause (B) of this Section 7.1(a), and in each case, the Company promptly notifies SPAC of such actions and reasonably takes into account the reasonable requests of SPAC in further acts or omissions of the Company with respect to such condition or conditions arising from COVID-19; and (C) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries and shall use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with customers, Suppliers and other persons with which the Company or any Company Subsidiary has significant business relations.

60

(b) By way of amplification and not limitation, except as (i) expressly contemplated or referred to by any other provision of this Agreement, any Ancillary Agreement, (ii) as set forth in Section 7.1 of the Company Disclosure Schedule, (iii) as required to give effect to the Transactions or by applicable Law (including as may be requested or compelled by any Governmental Authority or in response to any change in Law as a result of addressing COVID-19 or any COVID-19 Measures), or (iv) as may otherwise be required by applicable fiduciary or contractual obligations, the Company shall not, and shall cause each Company Subsidiary, and Merger Sub not to, and Seraphim shall cause Holdco not to, between the date of this Agreement and the Closing or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of SPAC which consent shall not be unreasonably withheld, delayed or conditioned:

(i)   amend or otherwise change its respective Organizational Documents;

(ii) issue, sell, pledge, dispose of, grant or encumber, solicit, propose, negotiate with respect to, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of any class of capital stock of the Company or any Company Subsidiary, except for the issuance of Company Shares upon exercise or settlement of Company Options, if any, (B) any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, including any phantom interest (other than pursuant to grants under the Equity Plans approved by the Company Board prior to the date hereof) or (C) except in the ordinary course of business, any assets of the Company or any Company Subsidiary;

(iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

(iv) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities;

(v) merge or consolidate with any other person or restructure, reorganize, dissolve or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses;

(vi) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporate partnership, other business organization, or any division thereof, in each case, for an aggregate purchase price that exceeds €1,000,000;

(vii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, in each case, except in the ordinary course of business and consistent with past practice or in amount in excess of €1,000,000;

61

(viii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel abandon or allow to lapse or expire or otherwise dispose of any of its material assets, properties, licenses, operations, rights, production lines, businesses or interests therein, except for sales or other dispositions in the ordinary course of business consistent with past practice;

(ix) (A) materially increase the compensation, bonus or benefit payable to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary, other than (1) health and welfare plan renewals in the ordinary course of business consistent with past practices, (2) increases in base salary or wage of employees in the ordinary course of business whose annual base salary or wage is not in excess of €150,000, (3) increases that have been budgeted by the Company (including bonuses approved by the Company Board up to €250,000), or (4) increases in connection with the promotion of any such person; (B) take any action to accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, officer, employee or consultant; (C) hire or otherwise enter into any employment or consulting agreement or arrangement with any person or terminate (other than for cause) any current or former director, officer, employee or consultant provider whose annual base salary or wage would exceed €150,000; or (D) enter into any new, or materially amend any existing employment or severance or termination agreement with any current or former director, officer, employee or consultant;

(x) adopt, enter into, amend or terminate any Plan or any plan, program, agreement, arrangement or policy for the current or future benefit of any current or former director, officer, employee, consultant or individual independent contractor that would be a Plan if it were in existence on the date hereof (including any existing employment or severance or termination agreement with any current or former director, officer, employee or consultant), except as may be required by applicable Law or health and welfare Plan renewals in the ordinary course of business and consistent with past practice;

(xi) materially amend other than reasonable and usual amendments in the ordinary course of business, with respect to accounting policies or procedures, other than as required by the Accounting Principles or GAAP (as the case may be);

(xii)   make change or revoke any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns or file claims for Tax refunds, enter into any closing agreement, waive or extend any statute of limitations period in respect of an amount of Taxes, settle any Tax claim, audit or assessment, or surrender any right to claim a Tax refund, offset or other reduction in Tax liability;

(xiii) materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any Material Contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of the Company’s or any Company Subsidiary’s material rights thereunder, in each case in a manner that is adverse to the Company or any Company Subsidiary, taken as a whole, except in the ordinary course of business;

(xiv) intentionally permit any material item of Company IP to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required to maintain and protect its interest in each and every material item of Company IP;

62

(xv)   create or incur any Lien material to the Company, any Company Subsidiary, Holdco or Merger Sub other than Permitted Liens incurred in the ordinary course of business consistent with past practice;

(xvi) make any loans, advances, guarantees or capital contributions to or investments in any person (other than the Company or any Company Subsidiaries) that exceed €250,000 in the aggregate at any time outstanding;

(xvii)   fail to pay or satisfy when due any material account payable or other material liability, other than in the ordinary course of business consistent with past practice or any such liability that is being contested in good faith by the Company or any Company Subsidiary;

(xviii) take any steps for liquidation, winding-up, freeze of proceedings, arrangements with creditors or similar action or proceeding by or in respect of the Company or any Company Subsidiary; or

(xix) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

(c) Notwithstanding anything herein to the contrary, Holdco shall not, and Seraphim shall not permit Holdco to, between the date of this Agreement and the Closing or the earlier termination of this Agreement, directly or indirectly, except as (i) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (ii) as required to give effect to the Transactions or by applicable Law (including as may be requested or compelled by any Governmental Authority or in response to any change in Law as a result of addressing COVID-19 or any COVID-19 Measures), (iii) as may otherwise be required by applicable fiduciary or other contractual obligations, or (iv) otherwise consented to by SPAC in writing (which consent shall not be unreasonably withheld, delayed or conditioned):

(i)   engage in any business or activity other than in its ordinary course of business or the consummation of the Exchange or the Merger;

(ii)   amend or otherwise change the Holdco Organizational Documents except as otherwise required to implement the Holdco Shares Redemption;

(iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

(iv) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Holdco Shares;

(v) issue, sell, pledge, dispose of, grant or encumber, or authorize, solicit, propose, or negotiate with respect to the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of Holdco or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of Holdco;

(vi) liquidate, dissolve, reorganize or otherwise wind up the business and operations of Holdco;

63

(vii)   amend any Exchange Agreement following execution or any other agreement related to the Exchange;

(viii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any Company Shares acquired pursuant to the Exchange and any such attempted action shall be null and void and Company will not inscribe any such transfer (of any kind as contemplated in this provision) in the shareholder register;

(ix) acquire or hold any equity securities or rights thereto in any person other than the Company pursuant to the Exchange or the Surviving Company pursuant to the Merger; or

(x) enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

7.2   Conduct of Business by SPAC Pending the Merger. SPAC agrees that, between the date of this Agreement and the Merger Effective Time or the earlier termination of this Agreement, except as (i) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (ii) as set forth on Section 7.2 of the SPAC Disclosure Schedule, (iii) as required to give effect to the Transactions or by applicable Law (including as may be requested or compelled by any Governmental Authority or in response to any change in Law as a result of addressing COVID-19 or any COVID-19 Measures), (iv) as may otherwise be required by applicable fiduciary or contractual obligations, or (v) otherwise consented to by the Company in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the business of SPAC shall be conducted in the ordinary course of business and in a manner consistent with past practice and SPAC shall not, directly or indirectly, take any action that would reasonably be likely to materially delay or prevent the Transactions. By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, as set forth on Section 7.2 of the SPAC Disclosure Schedule or and as required by applicable Law (including as may be requested or compelled by any Governmental Authority), SPAC shall not, between the date of this Agreement and the Merger Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned:

(a) amend or otherwise change the SPAC Organizational Documents;

(b) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than pursuant to the Redemption Rights or redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents;

(c) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the SPAC Common Stock, SPAC Warrants or SPAC Rights except for Redemption Rights from the Trust Fund that are required pursuant to the SPAC Organizational Documents;

(d) issue, sell, pledge, dispose of, grant or encumber, or authorize, solicit, propose, or negotiate with respect to the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of SPAC or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of SPAC;

64

(e) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any material amount of assets or enter into any strategic joint ventures, partnerships or alliances with any other person;

(f)   incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets;

(g) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants;

(h) make, change or revoke any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns or file claims for Tax refunds, enter into any closing agreement, waive or extend any statute of limitations period in respect of an amount of Taxes, settle any Tax claim, audit or assessment, or surrender any right to claim a Tax refund, offset or other reduction in Tax liability;

(i)   liquidate, dissolve, reorganize or otherwise wind up the business and operations of SPAC;

(j)   amend the Trust Agreement or any other agreement related to the Trust Account;

(k) enter into, or amend or modify any material term of, terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any SPAC Material Contract or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which SPAC is a party or by which it is bound;

(l)   waive, release, compromise, settle or satisfy any pending or threatened claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any material liability, other than in the ordinary course of business consistent with past practice;

(m) (i) adopt or amend any benefit plan, or enter into any employment contract or collective bargaining agreement other than as otherwise contemplated by this Agreement, (ii) hire any employee or any other individual to provide services to SPAC or its Subsidiaries following Closing or (iii) enter into any agreement to pay compensation to any of its officers or directors;

(n) make any capital expenditures;

(o) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person;

(p) enter into any new line of business outside of the business currently conducted by SPAC as of the date of this Agreement;

(q) adopt a stockholder rights plan or “poison pill”;

65

(r)   voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to SPAC and its assets and properties; or

(s)   enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

7.3   Claims Against Trust Account. Each of Holdco, Merger Sub and the Company agrees on behalf of itself and its Representatives that, notwithstanding any other provision contained in this Agreement, none of Holdco, Merger Sub or the Company does now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among Holdco, Merger Sub, the Company and SPAC, this Agreement, or any other agreement or any other matter, and 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 in this Section 7.3 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of Holdco, Merger Sub and the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof provided, however, that the foregoing waiver will not limit or prohibit any of Holdco, Merger Sub or the Company from pursuing a claim against SPAC or any other person (a) for legal relief against monies or other assets of SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against SPAC (or any successor entity) in the event this Agreement is terminated for any reason and SPAC consummates a business combination transaction with another party so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Share Redemptions. In the event that any of Holdco, Merger Sub or the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, SPAC shall be entitled to recover from Holdco, Merger Sub or the Company, as applicable the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

7.4   SPAC Public Filings.

(a) Between the date of this Agreement and the Merger Effective Time or the earlier termination of this Agreement, SPAC shall keep current and timely file all of the forms, reports, schedules, statements and other documents required to be filed by SPAC with the SEC, including all required amendments and supplements thereto, and otherwise comply with applicable securities Laws (the “Additional SEC Reports”). All such Additional SEC Reports (including any financial statements or schedules included therein) (i) shall be prepared in accordance with either the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations promulgated thereunder and (ii) shall not, at the time they are filed, or, if amended, as of the date of such amendment, contain any Misrepresentation. As used in this Section 7.4, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq. Any Additional SEC Reports which discuss or refer to the Company, this Agreement or the Transactions shall be subject to the prior review and approval of the Company (not to be unreasonably withheld, delayed or conditioned).

(b) Between the date of this Agreement and the Merger Effective Time or the earlier termination of this Agreement, SPAC shall use its reasonable best efforts prior to the Merger to maintain the listing of the SPAC Common Stock and the SPAC Warrants on the Nasdaq Capital Market.

66

Article VIII
ADDITIONAL AGREEMENTS

8.1   Proxy Statement; Registration Statement.

(a) As promptly as practicable after the execution of this Agreement and the delivery of the audit opinion as part of the PCAOB Financials as set forth in Section 8.13, (i) Holdco, the Company and SPAC shall prepare and Holdco shall file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the SPAC Stockholders relating to the meeting of SPAC Stockholders (the “SPAC Stockholders Meeting”) for the purpose of soliciting proxies from SPAC Stockholders for the matters to be acted upon at the SPAC Stockholders’ Meeting and providing the public stockholders an opportunity in accordance with SPAC Organizational Documents to have their shares of SPAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the SPAC Proposals and (ii) Holdco, the Company and SPAC shall prepare and Holdco shall file (and the Company and SPAC shall cause Holdco to file) with the SEC a registration statement on Form F-4 or such other applicable form as the Company and SPAC may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included, in connection with the registration under the Securities Act of (u) the Holdco Shares to be issued in the Merger to the SPAC Stockholders, (v) the Holdco Shares to be issued in the Exchange to the Company Existing Shareholders, (w) the Holdco Shares to be issued to the SPAC Rights Holders in the Holdco Shares SPAC Rights Issuance, (x) the Holdco Warrants to be issued pursuant to this Agreement to the holders of the SPAC Warrants, (y) the Holdco Shares underlying the Holdco Warrants, and (z) the Holdco Shares underlying the Option Awards, (such securities held by such persons under clauses (u), (v), (w), (x), (y) and (z), the “Registerable Securities”). Each Party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Holdco, the Company and SPAC shall furnish all information as may be reasonably requested by the others in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus; provided, however, that no Party shall use any such information for any purposes other than those contemplated by this Agreement unless such party obtains the prior written consent of the other. SPAC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company and the Company Subsidiaries as may be reasonably requested in connection with any such action; provided that, without the prior written consent of the Company, SPAC shall not use any such information for any purposes other than to obtain necessary state securities law or “Blue Sky” permits and approvals.  The Parties agree that the Parties may file the Registration Statement with the SEC on a confidential basis as agreed to between SPAC and the Company.

(b) As promptly as practicable after the Registration Statement shall have become effective, SPAC shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the SPAC Stockholders as of the record date for the SPAC Stockholders’ Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by SPAC, the Company or Holdco without providing the other with a reasonable opportunity to review and comment thereon and each Party shall give reasonable and good faith consideration to any comments made by any other party and their counsel. Each of SPAC, the Company and Holdco shall be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with SPAC, the Company or Holdco or their counsel in any discussions or meetings with the SEC. SPAC shall comply with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, SPAC Organizational Documents, and this Agreement in the preparation, filing and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholders’ Meeting and the Redemption.

67

(c) If at any time prior to the Closing, any information relating to SPAC, the Company or Holdco or any of their respective affiliates, directors or officers, should be discovered by SPAC, the Company or Holdco which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the SPAC Stockholders.

(d) Each of SPAC, the Company and Holdco shall advise the other Parties promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto, any oral or written comments or requests in relation to the SPAC Stockholders’ Meeting or the Redemption, or requests by the SEC for additional information and each Party shall promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement, the Exchange, the Merger, the SPAC Stockholders’ Meeting or the Redemption. SPAC, the Company and Holdco shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus, the Registration Statement, the SPAC Stockholders’ Meeting or the Redemption, as applicable, as promptly as reasonably practicable after receipt thereof.

(e) Without limiting the generality of the foregoing, each of SPAC, the Company and Holdco shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement, and each of the Company and SPAC shall furnish Holdco with all information concerning it and its affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable.

(f)   SPAC, the Company and Holdco shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Holdco Shares or Holdco Warrants issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information.

8.2   SPAC Stockholders’ Meeting.

(a) SPAC shall call the SPAC Stockholders’ Meeting in accordance with the SPAC Organizational Documents and applicable Law for the purposes of voting upon the SPAC Proposals as promptly as practicable after the date on which the SEC has declared the Registration Statement effective for the purpose of voting solely upon the SPAC Proposals. SPAC shall in consultation with the Company (i) take all necessary action to establish a record date for, and to duly call, give notice of, and convene the SPAC Stockholders’ Meeting and (ii) unless the SPAC Board shall have made a SPAC Change of Recommendation as permitted by (and solely pursuant to the terms of) Section 8.2(b) include the SPAC Board Recommendation in the Proxy Statement/Prospectus and maintain such SPAC Board Recommendation and (iii) solicit and use its reasonable best efforts to obtain the approval of the SPAC Proposals. Without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), the SPAC Proposals shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC Stockholders at the SPAC Stockholders’ Meeting. SPAC shall provide the Company with (a) updates with respect to the tabulated vote counts received by SPAC, (b) the right to demand postponement or adjournment of the SPAC Stockholders’ Meeting if, based on the tabulated vote count, SPAC will not receive the required approval of its stockholders of the SPAC Proposals; provided, however, that SPAC shall not be permitted to postpone or adjourn the SPAC Stockholders’ Meeting to a date that is more than the earlier of (i) five (5) Business Days prior to the Outside Date and (ii) ten (10) days from the date of the first SPAC Stockholders’ Meeting without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), and (c) the right to review and comment on all communication sent to SPAC Stockholders, holders of SPAC Warrants and/or proxy solicitation firms.

68

(b) The Proxy Statement/Prospectus shall include the SPAC Board Recommendation. Neither the SPAC Board nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or publicly propose to withdraw, modify, amend or qualify) the SPAC Board Recommendation, or fail to include the SPAC Board Recommendation in the Proxy Statement/Prospectus; (ii) approve, recommend or declare advisable (or publicly propose to do so) any Competing SPAC Transaction; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating to the equity securities of SPAC (other than the Transactions) shall have been commenced by any third party (and in no event later than one (1) Business Day prior to the date of the SPAC Stockholders’ Meeting, as it may be postponed or adjourned pursuant to Section 8.2(a)), a statement disclosing that the SPAC Board recommends rejection of such tender or exchange offer (for the avoidance of doubt, the taking of no position or a neutral position by the SPAC Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the SPAC Board recommends rejection of such tender or exchange offer); (iv) if requested by the Company, fail to issue, within ten (10) Business Days after a Competing SPAC Transaction (other than any tender offer or exchange offer) is publicly announced (and in no event later than one (1) Business Day prior to the date of the SPAC Stockholders’ Meeting, as it may be postponed or adjourned pursuant to Section 8.2(a)), a press release reaffirming the SPAC Board Recommendation (any action described in clauses “(i)” through “(iv)” being referred to as a “SPAC Change in Recommendation”); or (v) cause or permit SPAC to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Competing SPAC Transaction.

(c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the approval of the SPAC Proposals:

(i)   If SPAC has received a bona fide written Competing SPAC Transaction (which Competing SPAC Transaction did not result from or arise out of a breach of Section 8.15) from any person that has not been withdrawn and after consultation with outside legal counsel of nationally recognized reputation, the SPAC Board shall have determined, in good faith, that such Competing SPAC Transaction is a Superior Offer, the SPAC Board may make a SPAC Change in Recommendation if and only if: (A) the SPAC Board determines in good faith, after consultation with SPAC’s outside legal counsel and independent financial advisors of nationally recognized reputation, that the failure to take such action would reasonably be expected to constitute a breach of the fiduciary duties of members of the SPAC Board under applicable Laws; (B) SPAC shall have given Holdco prior written notice of its intention to consider making a SPAC Change in Recommendation at least three Business Days prior to making any such SPAC Change in Recommendation (a “Determination Notice”) (which notice shall not in and of itself, constitute a SPAC Change in Recommendation); and (C) (1) pursuant to such Determination Notice SPAC shall have stated that SPAC has received a Superior Offer that did not arise out of a breach of Section 8.15 and made available to SPAC the identity of the offeror, a summary of the material terms and conditions of the Competing SPAC Transaction and copies of all written materials related thereto, (2) SPAC shall have given Holdco the three Business Days after the Determination Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Holdco (and caused its Representatives to negotiate in good faith with Holdco) with respect to such proposed revisions or other proposal, if any, by Holdco (to the extent Holdco wishes to negotiate) to enable Holdco to determine whether to propose revisions to the terms of this Agreement or any other agreement related to the Transactions such that such Superior Offer will no longer constitute a Superior Offer hereunder, and (3) after considering the results of such negotiations and giving effect to the proposals made by Holdco, if any, after consultation with outside legal counsel and its independent financial advisors of nationally recognized reputation, the SPAC Board shall have determined, in good faith, that such Competing SPAC Transaction continues to be a Superior Offer and that the failure to make the SPAC Change in Recommendation would reasonably be expected to constitute a breach of the fiduciary duties of the members of the SPAC Board under applicable Laws. The provisions of this Section 8.03(b)(i) shall also apply to any material amendment (which shall include any change to the financial terms, including the form, amount and timing of payment of consideration) to any Competing SPAC Transaction or any successive Competing SPAC Transactions and require a new Determination Notice, except that, in the case of material amendments to any Competing SPAC Transaction, the references to three Business Days shall be deemed to be two Business Days.

69

(ii)   Other than in connection with a Superior Offer (which shall be subject to Section 8.03(b)(i)), the SPAC Board may make a SPAC Change in Recommendation in response to a Change in Circumstance, if and only if: (A) the SPAC Board determines in good faith, after consultation with SPAC’s outside legal counsel and independent financial advisors that the failure to take such action would reasonably be expected to constitute a breach of the fiduciary duties of the members of the SPAC Board under applicable Laws; (B) SPAC shall have given Holdco a Determination Notice at least three Business Days prior to making any such SPAC Change in Recommendation; and (C) (1) pursuant to such Determination Notice SPAC shall have specified the Change in Circumstance in reasonable detail including the facts and circumstances that render a SPAC Change in Recommendation appropriate in the determination of the SPAC Board, (2) SPAC shall have given Holdco three Business Days after the delivery of the Determination Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Holdco (and caused its Representatives to negotiate in good faith with Holdco) with respect to such proposed revisions or other proposal, if any, and (3) after considering the results of such negotiations and giving effect to the proposals made by Holdco, if any, after consultation with outside legal counsel and its independent financial advisors of nationally recognized reputation, the SPAC Board shall have determined, in good faith, that the failure to make the SPAC Change in Recommendation would reasonably be expected to constitute a breach of the fiduciary duties of the members of the SPAC Board under applicable Laws. The provisions of this Section 8.3(b) shall also apply to any material change in the facts and circumstances relating to such Change in Circumstance and require a new Determination Notice, except that, in the case of material changes in the aggregate facts and circumstances relating to such Change in Circumstance, the references to three Business Days shall be deemed to be two Business Days.

(d) Notwithstanding any SPAC Change in Recommendation, unless this Agreement has been earlier validly terminated in accordance with Section 10.1, the SPAC Proposal shall be submitted to SPAC’s stockholders at the SPAC Stockholders’ Meeting for the purpose of obtaining the Requisite SPAC Stockholder Approval and nothing contained in this Agreement shall be deemed to relieve SPAC of such obligation.

(e) Unless the SPAC Board determines that the taking of such action would reasonably be likely to constitute a breach of the SPAC Board’s fiduciary duties under applicable law, (i) SPAC shall promptly take all actions necessary to extend the Termination Date (as defined in the SPAC Certificate of Incorporation) to May 23, 2022 pursuant to and in accordance with SPAC’s Organizational Documents, and (ii) to the extent that the Company notifies SPAC that the Closing Date is reasonably expected to be after May 23, 2022, SPAC shall timely take all action necessary to obtain the requisite approval of the SPAC’s stockholder to extend the Termination Date from May 23, 2022 to a date that the Parties agree would allow for a reasonable period of time to consummate the Transactions, including by amending Article IX of the SPAC Certificate of Incorporation to the extent necessary to extend the Termination Date.

70

8.3   Company Actions.

(a) As promptly as practicable after the Registration Statement becomes effective, the Company shall distribute to the Company Shareholders the Registration Statement and the Exchange Agreement for the execution by the Company Shareholders of the Exchange Agreement to effect the contribution of their respective Company Shares in exchange for Holdco Shares pursuant to the Exchange. The Company shall provide SPAC with a copy of the fully executed Exchange Agreement within one (1) Business Day of receipt.

(b) Neither the Company Board nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or propose to withdraw, modify, amend or qualify publicly or to any Company Stockholder) the prior approval by the Company Board of this Agreement and the Transactions; (ii) approve, recommend or declare advisable (or publicly propose to do so) any Competing Transaction; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating to the equity securities of the Company (other than the Transactions) shall have been commenced by any third party other than SPAC and its Affiliates, a statement disclosing that the board of directors of the Company recommends rejection of such tender or exchange offer (for the avoidance of doubt, the taking of no position or a neutral position by the board of directors of the Company in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the board of directors of the Company recommends rejection of such tender or exchange offer); or (iv) if requested by SPAC, fail to issue, within ten (10) Business Days after a Competing Transaction (other than any tender offer or exchange offer) is publicly announced, a press release reaffirming the Company Recommendation (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions) (any action described in clauses “(i)” through “(iv)” being referred to as a “Company Change in Recommendation”); or (v) cause or permit the Company to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Competing Transaction.

(c) Notwithstanding any Company Change in Recommendation, unless this Agreement has been earlier validly terminated in accordance with Section 10.1, nothing contained in this Agreement shall be deemed to relieve the Company of its obligations in Section 8.3(a).

8.4   Access to Information; Confidentiality.

(a) From the date of this Agreement until the Closing, the Company and SPAC shall (and shall cause their respective subsidiaries to): (i) provide to the other Party and its Representatives reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof; provided, that such access shall not unreasonably interfere with the business and operations of SPAC and the Company and may be limited to virtual or electronic access to protect individuals’ health and safety during COVID 19; and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other Party or its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor SPAC shall be required to provide access to or disclose information where the access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

71

(b) All information obtained by the Parties pursuant to this Section 8.4 shall be kept confidential in accordance with the Confidentiality Agreement.

8.5   Incentive Plans.

(a) The Parties shall cooperate to establish an equity incentive plan (the “EIP”) and an employee stock purchase plan (the “ESPP”) for service providers of Holdco and its subsidiaries to be effective as of the Closing. The EIP may provide for an aggregate share reserve thereunder, together with the current share reserve underlying the Company Equity Plans (including any Company Equity Award issued thereunder), equal to up to ten percent (10%) of the Holdco Shares on a fully diluted basis as of the Closing. The EIP share reserve may be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) five percent (5%) of the Holdco Share outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Holdco Board. The ESPP shall provide for an aggregate share reserve thereunder equal to two percent (2%) of the Holdco Shares on a fully diluted basis as of the Closing. The ESPP share reserve may be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) one percent (1%) of the Holdco Shares outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Holdco Board. All reserve amounts identified in this Section 8.5(a) are conditioned on such Holdco Shares being available under the authorized share capital of Holdco or the requisite approvals being obtained to increase such authorized share capital of Holdco to allow for such reserve amounts.

(b) Notwithstanding anything in this Section 8.5 to the contrary, nothing contained herein, whether express or implied, is or will be deemed to be an establishment, amendment or other modification of any Plan or any employee benefit plan, program, policy, agreement or arrangement of Holdco, the Company, the Surviving Corporation and each of their respective subsidiaries or affiliates, or shall prohibit or limit the right of Holdco, the Company, the Surviving Corporation and each of their respective subsidiaries or affiliates to amend, terminate or otherwise modify any Plan or other employee benefit plan, program, policy, agreement or arrangement. The Parties acknowledge and agree that all provisions contained in this Section 8.5 are included for their sole benefit, and that nothing in this Section 8.5, whether express or implied, shall (i) create any third party beneficiary or other rights in any other person, including any Continuing Employee, any participant in any Plan or employee benefit plan, program, policy, agreement or arrangement of Holdco, the Company, the Surviving Corporation and each of their respective subsidiaries or affiliates, or any dependent or beneficiary thereof, or (ii) any rights in such person to continued employment with Holdco, the Company, the Surviving Corporation and each of their respective subsidiaries or affiliates or to any particular term or condition of employment.

8.6   Directors’ and Officers’ Indemnification.

(a) To the fullest extent permitted under applicable Law, the Holdco Organizational Documents shall contain provisions no less favorable with respect to indemnification, advancement or exculpation than are set forth in the Company Organizational Documents and the SPAC Organizational Documents, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were directors, officers, employees, fiduciaries or agents of the Company (each such individual, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”) or SPAC, unless such modification shall be required by applicable Law. Holdco and the Company agree that with respect to the Organizational Documents of the Company Subsidiaries relating to indemnification, advancement or exculpation, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, managers, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law.

72

(b) The Company shall obtain, fully pay the premium for, and maintain prior to the Closing a fully-paid “tail” insurance policy or continuing coverage under a go forward policy for a term of six (6) years from the Closing Date (the “D&O Tail Policy”, and the period for the D&O Tail Policy, the “Tail Period”) with terms and scope of coverage at least as favorable to the Company’s directors and officers insurance policy; provided, however, that nothing in this Section 8.6(b) shall relieve Holdco or the Company of its other obligations under this Section 8.6, or allow Holdco or the Company to delay its performance of its obligations under this Section 8.6 and otherwise to provide indemnification for or make any expense advances with respect to the expenses of any claim for indemnification by a D&O Indemnified Party. Holdco shall cause the Company to maintain the D&O Tail Policy in full force and effect, for the full term, and cause all obligations thereunder to be honored by the Company. Such D&O Tail Policy shall be non-cancellable and placed with the incumbent insurers using the policies that were in place as of the date of this Agreement (unless the incumbent insurers will not offer such policies, in which case coverage for the Tail Period shall be placed with a substantially comparable insurer with terms, conditions, exclusions, retentions and limits of the expiring policies). The Company will instruct the insurers and their brokers that they may communicate directly with the D&O Indemnified Party(ies) regarding such claim, and Holdco and the Company will provide the D&O Indemnified Party(ies) a copy of all insurance policies and coverage correspondence relating to any proceeding involving any D&O Indemnified Party upon request. The D&O Indemnified Parties are express and intended third-party beneficiaries of the provisions of this Section 8.6(b) and shall be entitled to independently enforce the terms hereof as if they were each a party to this Agreement.

(c) Prior to the Closing Date, Holdco shall purchase and maintain, for such periods as the Holdco Board shall in good faith determine, at its expense, insurance reasonable for Holdco, given its size and activities in an amount of coverage which is mutually agreed to by SPAC and the Company or, on an aggregate basis, a premium not to exceed an amount mutually agreed to by SPAC and the Company on behalf of any person who after the Closing is or was a director or officer of Holdco, or is or was serving at the request of Holdco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of Holdco, against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, subject to customary exclusions.

(d) In the event Holdco, the Company, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, then and in any such case proper provision shall be made so that the successors and assigns of Holdco, the Company, the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.6.

73

8.7   Notification of Certain Matters. The Company shall give prompt notice to SPAC, and SPAC shall give prompt notice to the Company, of any event which a Party becomes aware of between the date of this Agreement and the Closing (or the earlier termination of this Agreement in accordance with Article X), the occurrence, or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article IX to fail. The failure by the Company or SPAC to give notice under this Section 8.7 shall not be deemed to be a breach under this Section 8.7, unless such breach is knowing and in any event shall not give rise to any additional damages above and beyond the breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be.

8.8   Further Action; Reasonable Best Efforts.

(a) Upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions as soon as practicable, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to the Material Contracts with the Company and the Company Subsidiaries as set forth in Section 4.5 necessary for the consummation of the Transactions and to fulfill the conditions to the Merger. In case, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party shall use their reasonable best efforts to take all such action.

(b) Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties will use reasonable best efforts to coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

8.9   Public Announcements. The initial press release relating to this Agreement shall be a joint press release the text of which has been agreed to by each of SPAC and the Company. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of the Nasdaq Capital Market, each of SPAC and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement, the Merger or any of the other Transactions, and shall not issue any such press release or make any such public statement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). Furthermore, nothing contained in this Section 8.9 shall prevent SPAC or the Company or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors.

74

8.10 Tax Matters.

(a) No Party has taken (or failed to take) any action or caused any action to be taken (or to fail to be taken) and will not take (or fail to take) any action or will cause any action to be taken (or to fail to be taken) (in each case other than any action provided for or prohibited by this Agreement), or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Exchanges and subsequent Merger, as applicable, from qualifying for the Intended Tax Treatment.

(b) Each Party agrees to act in good faith, consistent with the Intended Tax Treatment and will not take any position on any U.S. Tax Return or otherwise take any U.S. Tax reporting position inconsistent with the Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that the Intended Tax Treatment is not correct.

(c) Tax Covenants.

(i)   From the date of this Agreement to the Closing, (x) the Company shall and shall cause each of the Company Subsidiaries to, and (y) SPAC shall:

(A) prepare, in the ordinary course of business consistent with past practice (except as otherwise required by a change in applicable Law), and timely file all Tax Returns required to be filed by it on or before the Closing Date (“Post-Signing Returns”);

(B) deliver drafts of such material Post-Signing Returns to the other parties no later than ten (10) Business Days prior to the date (including extensions) on which such Post-Signing Returns are required to be filed;

(C) fully and timely pay all Taxes due and payable in respect of such Post-Signing Returns that are so filed;

(D) properly reserve (and reflect such reserve in its books and records and relevant financial statements), in the ordinary course of business consistent with past practice, for all Taxes payable by it for which no Post-Signing Return is due prior to the Closing Date; and

(E)   promptly notify the other party of any material federal, state, local or foreign income or franchise, Action or audit pending or threatened in writing against or with respect to such party or its subsidiaries in respect of any Tax matter.

(ii)   Holdco acknowledges that any SPAC Stockholder who owns five percent (5%) or more of the ordinary shares of Holdco immediately after the Closing, as determined under Section 367 of the Code and the Treasury Regulations promulgated thereunder, may enter into (and cause to be filed with the IRS) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8. Upon the written request of any such SPAC Stockholder made following the Closing Date, Holdco shall (i) use reasonable best efforts to furnish to such SPAC Stockholder such information as such SPAC Stockholder reasonably requests in connection with such SPAC Stockholder’s preparation of a gain recognition agreement, and (ii) use reasonable best efforts to provide such SPAC Stockholder with the information reasonably requested by such SPAC Stockholder for purposes of determining whether there has been a gain “triggering event” under the terms of such SPAC Stockholder’s gain recognition agreement, in each case, at the sole cost and expense of such requesting SPAC Stockholders.

75

(iii) Following the Closing Date, Holdco shall, or shall cause SPAC to, comply with the tax reporting obligations of Treasury Regulation 1.367(a)-3(c)(6).

(d) FIRPTA Certificate. At or prior to the Closing, SPAC shall deliver to Holdco (i) a duly executed certificate and notice in compliance with Treasury Regulation Section 1.1445-2(c) and 1.897-2(h), certifying that SPAC is not, and has not been at any time during the five year period ending on the Closing Date, a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code and the Treasury Regulations thereunder. After the Closing SPAC shall mail the notice referred to above to the Internal Revenue Service within the time frame provided in Treasury Regulation Section 1.897-2(h)(2)(v).

(e) Transfer Taxes. Any Transfer Taxes incurred in connection with the Transactions shall be paid by SPAC.

8.11 Stock Exchange Listing. The Company, Holdco and SPAC shall use their respective reasonable best efforts to cause the Registerable Securities to be approved for listing on Nasdaq, subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any event prior to the Closing Date.

8.12 Delisting and Deregistration. The Company, Holdco and SPAC shall use their respective reasonable best efforts to cause the SPAC Common Stock and SPAC Warrants to be delisted from Nasdaq (or be succeeded by the respective Holdco securities) and to terminate its registration with the SEC pursuant to Sections 12(b), 12(g) and 15(d) of the Exchange Act (or be succeeded by Holdco) as of the Closing Date or as soon as practicable thereafter.

8.13 PCAOB Financials. In connection with the filing of the Registration Statement, the Company shall use reasonable best efforts to (a) cause the Independent Registered Public Accounting Firm to release its audit opinion stating that the consolidated financial statements to be included in the initial filing of the Registration Statement were audited in accordance with the auditing standards of the PCAOB and (b) deliver as soon as reasonably practicable after the date hereof true and complete copies of the consolidated financial statements covering the applicable periods required to be included in the Registration Statement prepared in accordance with the Accounting Principles and audited in accordance with the auditing standards of the PCAOB (the audit opinion together with the Consolidated Financials Statement and the financials described under clause (b) collectively, the “PCAOB Financials”).

8.14 Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, Holdco and Merger Sub on the other hand, shall each notify the other in writing promptly after learning of any SPAC Stockholder or Company Shareholder demands or other SPAC Stockholder or Company Shareholder Actions (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, it or any of its Representatives (in their capacity as a representative of SPAC) or, in the case of the Company, Holdco or Merger Sub, it or any of its Representatives (in their capacity as a representative of the Company). SPAC, the Company, Holdco and Merger Sub shall each (a) keep the other reasonably informed regarding any Transaction Litigation, (b) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (c) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other party set forth in the immediately preceding sentence, SPAC shall control the negotiation, defense and settlement of any Transaction Litigation brought against SPAC or any of its Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company, Holdco or Merger Sub or any of its Representatives; provided, however, that in no event shall either Party or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for the other Party to withhold, condition or delay its consent if any such settlement or compromise (i) does not provide for a legally binding, full, unconditional and irrevocable release of the other Party and any Representative of such party that is the subject of such Transaction Litigation, (ii) provides for (x) the payment of cash any portion of which is payable by the other Party or any Representative of such party or (y) any non-monetary, injunctive, equitable or similar relief against the other party or (iii) contains an admission of wrongdoing or lability by the other Party or any of its Representatives).

76

8.15 PIPE Investments; PIPE Agreements; Cooperation.

(a) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement pursuant to Section 10.1, each of SPAC, the Company and Holdco shall take, or cause to be taken, all reasonable actions and do, or cause to be done through their Representatives or otherwise, all things necessary, proper or advisable to: (i) identify additional sources of financing on behalf of Holdco from third party financing sources (the “Additional PIPE Investors”) in the form of debt or equity investments (the “Additional PIPE Investment”) and negotiate binding agreements on marketable terms with such Additional PIPE Investors (the “Additional PIPE Agreements”) in connection with ensuring the closing condition set forth in Section 9.3(f) is satisfied, and (ii) reasonably cooperate in a timely manner in connection with any such Additional PIPE Investment arrangement the Parties may seek in connection with the Transactions (it being understood and agreed that the decision to seek any Additional PIPE Investment from any potential Additional PIPE Investor and the terms of any such Additional PIPE Investment and the Additional PIPE Agreements shall be subject to the mutual agreement of SPAC, the Company and Holdco), including (i) by providing such information and assistance as the other Party may reasonably request, (ii) granting such access to the Parties and their respective representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing. All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Parties or their auditors and shall be subject to any limitations under applicable Law and to any applicable COVID-19 Measures.

(b) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement pursuant to Section 10.1, each of SPAC, the Company and Holdco shall take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Agreements, including maintaining in effect such PIPE Agreements and shall use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to such Party in such PIPE Agreements and otherwise comply with its obligations thereunder and (ii) in the event that all conditions in such PIPE Agreements (other than conditions that such Party or any of its Affiliates waive the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by such PIPE Agreements at or prior to Closing. Without limiting the generality of the foregoing, each of SPAC, the Company and Holdco shall give the other such Party, prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Agreement known to such Party; (B) of the receipt of any written notice or other written communication from any party to any PIPE Agreement (other than written notices or other written communication from such other Party) with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Agreement or any provisions of any PIPE Agreement and (C) if such Party does not expect to receive all or any portion of the amount of the PIPE Investment on the terms, in the manner or from the PIPE Investors contemplated by the PIPE Agreements. SPAC, the Company or Holdco, as applicable, shall deliver all notices it is required to deliver under the PIPE Agreements on a timely basis in order to cause the PIPE Investors to consummate the transactions contemplated by the PIPE Agreements at or prior to the Closing.

77

(c) As of the date of entering into such Additional PIPE Agreement, SPAC will deliver to the Company true, correct and complete copies of each of the fully executed Additional PIPE Agreements. Each of the Additional PIPE Agreements will be in full force and effect and will be legal, valid and binding upon SPAC and, to the knowledge of SPAC, the Additional PIPE Investors, and will be enforceable in accordance with its terms. The SPAC will have fully paid any and all commitment fees or other fees required in connection with the Additional PIPE Agreements that are payable on or prior to the date such Additional PIPE Agreement is entered into and will pay any and all such fees when and as the same become due and payable after such date pursuant to the Additional PIPE Agreements. SPAC will have, and to the knowledge of SPAC, the Additional PIPE Investor will have, complied with all of its obligations under the Additional PIPE Agreements. The SPAC shall not enter into any no side letters or Contracts related to the provision or funding, as applicable, of the purchases contemplated by the Additional PIPE Agreements or the Transactions other than as expressly set forth in this Agreement, the Additional PIPE Agreements or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company.

8.16 Exclusivity.

(a) From and after the date hereof until the Merger Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.1, (i) SPAC shall not, and shall direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage, submit an indication of interest for, any inquiries, proposals or offer to a Competing Seller relating to a Competing SPAC Transaction or (B) participate in any negotiations with a Competing Seller relating to a Competing SPAC Transaction; (ii) SPAC shall, and shall cause its Representatives to, (A) terminate immediately any negotiations with any Competing Seller relating to a Competing SPAC Transaction and (B) promptly (and in no event later than 24 hours) advise the Company in writing of any proposal regarding a Competing SPAC Transaction involving a Competing Seller that it may receive (it being understood that SPAC will not be required to inform the Company of the identity of the person making such proposal or the material terms thereof); provided, however, the foregoing shall in no way limit a Representative of Sponsor from investing or otherwise participating in additional special purposes acquisition companies.

(b) From and after the date hereof until the Merger Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.1, the Company and each Company Subsidiary shall not, and shall direct their respective Representatives acting on their behalf not to, directly or indirectly, (i) initiate, seek, solicit, knowingly facilitate or encourage, submit an indication of interest for, any inquiries, proposals or offer from any person relating to a Competing Transaction, (ii) participate in any discussions or negotiations with any person regarding, or furnish or make available to any person any information relating to the Company or any Company Subsidiary with respect to, a Competing Transaction, other than to make such person aware of the provisions of this Section 8.16(b) or (iii) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any person relating to a Competing Transaction.

78

8.17 Trust Account. As of the Merger Effective Time, the obligations of SPAC to dissolve or liquidate within a specified time period as contained in the SPAC Certificate of Incorporation will be terminated and SPAC shall have no obligation whatsoever to dissolve and liquidate the assets of SPAC by reason of the consummation of the Merger or otherwise, and no stockholder of SPAC shall be entitled to receive any amount from the Trust Account. At least 48 hours prior to the Merger Effective Time, SPAC shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the Merger Effective Time to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Account to SPAC (to be held as available cash on the balance sheet of SPAC, and to be used for working capital and other general corporate purposes of the business following the Closing) and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

8.18 Termination of Existing Registration Rights Agreement. Prior to Closing, in connection with entry into the Company & SPAC Shareholders Registration Rights and Lock-Up Agreement, SPAC shall cause to be terminated all existing registration rights agreements entered into between SPAC and any other party, including the Sponsor. No parties to any such terminated registration rights agreements shall have any further rights or obligations thereunder.

8.19 Termination of Company Shareholders’ Agreement. Prior to Closing, the Company shall cause to be terminated the Company Shareholders’ Agreement. No parties to such terminated agreement shall have any further rights or obligations thereunder.

8.20 EU Securities Regulation. From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement pursuant to Section 10.1(a), the Parties shall not make any offer of securities in the European Union in connection with the Transactions other than in accordance with the provisions of the Prospectus Regulation. In the event that the Parties, following consultation with their respective counsel, determine that a prospectus or a prospectus exemption document (as applicable) may be required to be published in accordance with the provisions of the Prospectus Regulation, each Party shall use its reasonable best efforts take such actions and do such things that such Party (after consultation with counsel) deems reasonably necessary or desirable, including the delivery or execution of any documents or instruments reasonably required or desirable in order for the Company to publish a prospectus or be exempted from the obligation to publish a prospectus or a prospectus exemption document (as applicable) under the Prospectus Regulation. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to cooperate with each other in good faith in taking any actions or preparing or delivering any documents or instruments pursuant to the preceding sentence and to furnish the others with such information concerning it and its affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection the foregoing.

8.21 Section 16. Prior to the Closing, the Holdco 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 Holdco Shares, or warrants to purchase Holdco Shares upon exercise, redemption or conversion of the Holdco Warrants, pursuant to this Agreement or any other Transaction Document to any officer, director or shareholder (by reason of “director by deputization”) of the Company or Holdco who was, prior to the Exchange, a “covered person” of SPAC for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”), shall be an exempt transaction for purposes of Section 16.

79

Article IX
CONDITIONS TO THE TRANSACTIONS

9.1   Conditions to the Obligations of Each Party. The obligations of the Company, SPAC, Holdco and Merger Sub to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

(a) Requisite SPAC Stockholders’ Approval. The Requisite SPAC Stockholders’ Approval shall have been obtained.

(b) Holdco Requisite Approval. The Holdco Requisite Approval shall have been obtained and delivered to SPAC.

(c) Holdco Auditor Reports. A Luxembourg independent statutory auditor (réviseur d’entreprises agréé) of Holdco shall have issued before (i) the Exchange Effective Time a report on the contributions in kind relating the Holdco Shares Exchange Issuance with respect to the Company Shares prepared in accordance with article 420-10 of the 1915 Law (the “First Holdco Auditor Report”) and (ii) the Merger Effective Time a report on the contributions in kind relating the Holdco Shares Merger Issuance with respect to the SPAC Common Stock and the Holdco Shares SPAC Rights Issuance with respect to the SPAC Rights (the “Second Holdco Auditor Report”), in each case of clause (i) and (ii) prepared in accordance with article 420-10 of the 1915 Law.

(d) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Merger, illegal or otherwise prohibiting consummation of the Transactions, including the Merger.

(e) Governmental Authority Approvals. The Company shall have received and delivered to SPAC all consents, authorizations, orders and approvals from the Governmental Authorities set forth on Section 9.1(e) of the Disclosure Schedule.

(f)   Registration Statement. The Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated by the SEC and not withdrawn.

(g) Stock Exchange Listing. (i) The Holdco Shares to be issued in the Merger to the SPAC Stockholders, (ii) the Holdco Shares to be issued to the SPAC Rights Holders in the Holdco Shares SPAC Rights Issuance, (iii) the Holdco Warrants to be issued pursuant to this Agreement to the holders of the SPAC Warrants and (iv) the Holdco Shares underlying the Holdco Warrants shall have been approved for listing on Nasdaq, subject to official notice of issuance.

(h) Registration Rights and Lock-Up Agreement. All parties to the Registration Right Agreement and the SPAC Lock-Up Agreement shall have delivered, or cause to be delivered, copies of the Registration Rights Agreement and SPAC Lock-Up Agreement duly executed by all such parties.

(i)   Exchange Agreement. The Company shall have delivered an Exchange Agreement (along with a notarized power of attorney attached thereto) signed by a number of Company Shareholders that beneficially own at least 90% of the Company Shares outstanding immediately prior to the Exchange Effective Time.

80

9.2   Conditions to the Obligations of SPAC. The obligations of SPAC to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) and at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Organizational Documents) Section 4.3 (Capitalization), Section 4.4 (Authority Relative to this Agreement), and Section 4.22 (Brokers) shall each be true and correct in all material respects other than Section 4.3 (Capitalization), which shall be true and correct in all respects other than de minimis inaccuracies, in each case as of the Closing Date as though made on the Closing Date (as applicable), 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. All other representations and warranties of the Company contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date (as applicable), except (A) 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 and (B) where the failure of such representations and warranties to be true and correct of the Closing Date or such earlier date (as applicable)), taken as a whole, does not result in a Company Material Adverse Effect.

(b) The representations and warranties of each of Holdco and Merger Sub in Section 6.1 (Organization and Qualification; Subsidiaries), Section 6.3 (Capitalization), Section 6.4 (Authority Relative to this Agreement), Section 6.7(b) (Post-Closing Operations; No Prior Obligations of Holdco or Merger Sub) and Section 6.8 (Brokers) shall each be true and correct (without giving any effect to any limitation as to “materiality” or any similar limitation set forth therein) in all material respects other than Section 6.3 (Capitalization), which shall be true and correct in all respects other than de minimis inaccuracies, in each case as of the Closing Date as though made on 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. All other representations and warranties of Merger Sub and Holdco contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) 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 and (B) where the failure of such representations and warranties to be true and correct as of the Closing Date or such earlier date (as applicable), taken as a whole, would be materially adverse to Holdco or Merger Sub.

(c) Agreements and Covenants. The Company, Holdco and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(d) Officer Certificate. The Company, Holdco and Merger Sub shall have delivered to SPAC a certificate, dated the Closing Date, signed by an officer of the Company, Holdco and Merger Sub, respectively, certifying as to the satisfaction of the conditions specified in Section 9.2(a), Section 9.2(c) and Section 9.2(e).

(e) Material Adverse Effect. No Company Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date.

81

9.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of SPAC contained in Section 5.1 (Corporation Organization), Section 5.3 (Capitalization), Section 5.4 (Authority Relative to this Agreement) and Section 5.11 (Brokers) shall each be true and correct (without giving any effect to any limitation as to “materiality” or any similar limitation set forth therein) in all material respects other than Section 5.3 (Capitalization), which shall be true and correct in all respects other than de minimis inaccuracies, in each case as of the Closing Date as though made on 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 in all respects other than de minimis inaccuracies as of such earlier date. All other representations and warranties of SPAC contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) 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 and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date (as applicable), taken as a whole, does not result in a SPAC Material Adverse Effect.

(b) Agreements and Covenants. SPAC shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) Officer Certificate. SPAC shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(d).

(d) Material Adverse Effect. No SPAC Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date.

(e) FIRPTA Tax Certificates. On or prior to the Closing Date, SPAC shall have delivered to Holdco a properly executed certification that the shares of SPAC Common Stock are not “United States real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by SPAC with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations.

(f)   Minimum Cash Amount. The Minimum Cash Amount shall equal or exceed an amount equal to $94,000,000.

(g) Net Tangible Assets. SPAC shall not have redeemed shares of SPAC Common Stock in the Redemption in an amount that would cause SPAC to have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

(h) Resignation. All officers and directors of SPAC shall have executed written resignation and release letters effective as of the Merger Effective Time.

(i)   Merger. SPAC and Merger Sub shall have consummated the Merger.

(j)   Additional PIPE Agreements. None of the Additional PIPE Agreements will be been withdrawn, terminated, amended or modified. There shall be no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Additional PIPE Agreements, other than as expressly set forth in the Additional PIPE Agreements.

82

Article X
TERMINATION, AMENDMENT AND WAIVER

10.1 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Merger Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company or SPAC, as follows:

(a) by mutual written consent of SPAC and the Company;

(b) by either SPAC or the Company if the Merger Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on the eight month anniversary of the date hereof (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 10.1(b) by or on behalf of any Party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article IX on or prior to the Outside Date;

(c) by either SPAC or the Company if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Transactions or the Merger;

(d) by either SPAC or the Company if any of the SPAC Proposals shall fail to receive the requisite vote for approval at the SPAC Stockholders’ Meeting;

(e) by SPAC upon a material breach of any representation, warranty, covenant or agreement on the part of the Company, Holdco or Merger Sub set forth in this Agreement, or if any representation or warranty of the Company, Holdco or Merger Sub shall have become untrue, in either case such that the conditions set forth in Section 9.2(a) and Section 9.2(c) would not be satisfied (“Terminating Company Breach”); provided that SPAC has not waived such Terminating Company Breach and SPAC is not then in material breach of their representations, warranties, covenants or agreements in this Agreement; provided further that, if such Terminating Company Breach is curable by the Company, Holdco or Merger Sub, SPAC may not terminate this Agreement under this Section 10.1(e) for so long as the Company continues to exercise its reasonable best efforts to cure such breach, unless such breach is not cured within thirty (30) days after written notice of such breach is provided by SPAC to the Company; or

(f)   by the Company upon a material breach of any representation, warranty, covenant or agreement on the part of SPAC set forth in this Agreement, or if any representation or warranty of SPAC shall have become untrue, in either case such that the conditions set forth in Section 9.3(a) and Section 9.3(b) would not be satisfied (“Terminating SPAC Breach”); provided that the Company has not waived such Terminating SPAC Breach and the Company, Holdco or Merger Sub is not then in material breach of their representations, warranties, covenants or agreements in this Agreement; provided, however, that, if such Terminating SPAC Breach is curable by SPAC, the Company may not terminate this Agreement under this Section 10.1(f) for so long as SPAC continue to exercise its reasonable best efforts to cure such breach, unless such breach is not cured within thirty (30) days after written notice of such breach is provided by the Company to SPAC.

83

10.2 Notice of Termination; Effect of Termination.

(a) The Party seeking to terminate this Agreement pursuant to Section 10.1(b) shall provide written notice of termination to the other Parties in accordance with Section 11.1 specifying the reason for such valid termination, and any such termination in accordance with Section 10.1 shall be effective immediately upon delivery of such written notice to the other Parties.

(b) In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in Section 10.2, Article XI, and any corresponding definitions set forth in Article I which provisions shall survive such termination.

(c) (i) If this Agreement is validly terminated by SPAC prior to the SPAC Stockholders’ Meeting pursuant to and in accordance with Section 10.1(e) and (ii) the Terminating Company Breach constitutes a knowing and intentional material breach of the Company’s covenants, obligations or other agreements set forth in this Agreement with the actual knowledge (as opposed to constructive, imputed or implied knowledge) that the taking of such act or failure to take such act would cause a material breach of this Agreement, the Company shall pay to SPAC (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the Company Termination Fee.

(d) Notwithstanding anything in this Agreement to the contrary, in the event that the Company Termination Fee is paid to SPAC in circumstances for which such fee is payable pursuant to Section 10.2(c), payment of the Company Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of SPAC, the SPAC Stockholders and their respective Representatives and affiliates against the Company, the Company Shareholders and their respective Representatives and affiliates for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform under any Transaction Document or otherwise, and upon payment of such amount, none of the Company, any Company Shareholder or their respective Representatives or affiliates shall have any further liability relating to or arising out of any Transaction Document or the Transactions except for payment of the Company Termination Fee.

(e) (i) If this Agreement is validly terminated by the Company prior to the SPAC Stockholders’ Meeting pursuant to and in accordance with Section 10.1(f) and (ii) the Terminating SPAC Breach constitutes a knowing and intentional material breach of the SPAC’s covenants, obligations or other agreements set forth in this Agreement with the actual knowledge (as opposed to constructive, imputed or implied knowledge) that the taking of such act or failure to take such act would cause a material breach of this Agreement, the Sponsor shall pay to the Company (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the SPAC Termination Fee.

(f)   Notwithstanding anything in this Agreement to the contrary, in the event that the SPAC Termination Fee is paid to the Company in circumstances for which such fee is payable pursuant to Section 10.2(e), payment of the SPAC Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company, the Company Shareholders and their respective Representatives and affiliates against SPAC, the SPAC Stockholders and their respective Representatives and affiliates for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform under any Transaction Documents or otherwise, and upon payment of such amount, none of SPAC, any SPAC Stockholder or their respective Representatives or affiliates shall have any further liability relating to or arising out of any Transaction Document or the Transactions except for payment of the SPAC Termination Fee.

84

10.3 Expenses. In the event that this Agreement is terminated in accordance with Section 10.1 above, all Transaction Expenses incurred in connection with this Agreement, the Ancillary Agreements and the Transactions shall be paid by the Party incurring such Transaction Expenses; provided, that any filing (or similar fees) with any Governmental Authority, including the filing fee for the Proxy Statement/Prospectus, shall be borne 50% by SPAC and 50% by the Company. If the Transactions are consummated, Holdco shall bear the reasonable and documented Transaction Expenses of all of the Parties.

10.4 Amendment. This Agreement may be amended in writing by all Parties hereto at any time prior to the Merger Effective Time by action by or behalf of their respective boards of directors without stockholder approval; provided, however, that no amendment requiring stockholder approval shall be made without such approval. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

10.5 Waiver. At any time prior to the Merger Effective Time, (a) SPAC may (i) extend the time for the performance of any obligation or other act of the Company, Holdco or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of the Company, Holdco or Merger Sub contained herein or in any document delivered by the Company, Holdco or Merger Sub pursuant hereto and (iii) waive compliance with any agreement of the Company, Holdco or Merger Sub or any condition to its own obligations contained herein and (b) the Company may (i) extend the time for the performance of any obligation or other act of SPAC, (ii) waive any inaccuracy in the representations and warranties of SPAC contained herein or in any document delivered by SPAC pursuant hereto and (iii) waive compliance with any agreement of SPAC or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Article XI
GENERAL PROVISIONS

11.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.1):

if to SPAC:

Breeze Holdings Acquisition Corp.

955 W. John Carpenter Fwy., Suite 100-929

Irving, TX 75039

Attention: J. Douglas Ramsey, Ph.D.

Email: doug@breezeacquisition.com

85

with a copy to:

Woolery & Co.

1 PIER 76

408 12TH AVE

NEW YORK, NY 10018

Attention: Mathew J. Saur

Email: mathew@wooleryco.com

and

Schiff Hardin LLP

901 K Street NW

Suite 700

Washington, D.C. 20001

Attn: Ralph V. De Martino, Esq.

Email: RDeMartino@schiffhardin.com

if to the Company, Holdco or Merger Sub:

D-Orbit S.p.A.

Viale Risorgimento, 57

22073 Fino Mornasco CO, Italy

Attention: Luca Rossettini; Catherine Doldirina

Email: luca.rossettini@d-orbit.space;

catherine.doldirina@dorbit.space

D-Orbit S.A.

9, rue de Bitbourg, L1273 Luxembourg

Grand Duchy of Luxembourg

Attention: Board of Directors

Email: james@seraphim.vc;

pierremargue@gmail.com;

luca.rossettini@d-orbit.space

with a copy to:

K&L Gates LLP

599 Lexington Avenue

New York, New York

Attention: Robert S. Matlin, Esq.

Email: Robert.Matlin@klgates.com

If to Seraphim:

Seraphim Space (Manager) LLP

Attention: James Bruegger

167 City Road,

London, England EC1V 1AW, GB

Email: james@seraphim.vc

86

11.2 Nonsurvival of Representations, Warranties and Covenants. The representations, warranties, agreements and covenants in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement shall terminate at the Merger Effective Time, except that (a) this Article XI shall survive the Merger Effective Time and (b) this Section 11.2 shall not limit any covenant or agreement of the parties that by its terms requires performance after the Closing. Effective as of the Closing, there are no remedies available to the parties hereto with respect to any breach of the representations, warranties, covenants or agreements of the parties to this Agreement, except, with respect to those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Closing and the remedies that may be available under Section 11.10.

11.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 be consummated as originally contemplated to the fullest extent possible.

11.4 Entire Agreement; Assignment. This Agreement and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede, except as set forth in Section 8.4(b), all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, except for the Confidentiality Agreement. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written consent of the other Parties.

11.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 8.6 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons).

11.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State with the exception of (and to the extent mandatorily required) any provisions relating to the shares issuances and governance and administration of Holdco, which shall be governed as to their validity, interpretation and performance by the laws of the Grand Duchy of Luxembourg as a matter of lex societatis and any other provisions that are mandatorily required to be governed by Italian law.

11.7 Dispute Resolution. Each of the Parties hereby (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, and any appellate courts therefrom (collectively, the “Chosen Courts”), (b) irrevocably waives any objection that it may now or hereafter have to the venue of any such action, dispute or controversy in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same, (c) agrees that it shall not bring any Action relating to this Agreement or the Transactions in any court other than the aforesaid courts, and (d) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 11.1, in addition to any other method to serve process permitted by applicable Law.

87

THE PARTIES TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.8 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

11.9 Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11.10   Specific Performance. The Parties and the Sponsor agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the Parties’ obligation to consummate the Transactions) in the Chosen Courts without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the Parties and Sponsor hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

[Signature Page Follows.]

88

IN WITNESS WHEREOF, SPAC, the Company, Holdco and Merger Sub have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

BREEZE HOLDINGS ACQUISITION CORP.
By	/s/ J Douglas Ramsey
Name:	J. Douglas Ramsey, Ph.D.
Title:	Chairman and CEO
D-Orbit S.p.A.
By	/s/ Luca Rossettini
Name:	Luca Rossettini, Ph.D.
Title:	Chief Executive Officer
D-ORBIT, S.A.
By	/s/ Pierre Margue
Name:	Pierre Margue
Title:	Director
Lift-Off Merger Sub, Inc.
By	/s/ J. Douglas Ramsey
Name:	J. Douglas Ramsey, Ph.D.
Title:	President
SERAPHIM SPACE (mANAGER), LLP
By	/s/ James Bruegger
Name:	James Bruegger
Title:	Managing Partner
Solely for purposes of Sections 10.2(e) and 11.10:
Breeze Sponsor, LLC
By	/s/ J. Douglas Ramsey
Name:	J. Douglas Ramsey, Ph.D.
Title:	Manager

[Signature Page to Business Combination Agreement]

89

Exhibit A-1

form of

Contribution and Exchange Agreement

by and between

D-Orbit S.p.A

D-Orbit S.A.

and

the Contributors

A-1-1

This Contribution and Exchange Agreement (this “Agreement”), dated as of [ ], 2022, by and between D-Orbit S.p.A, an Italian Società per azioni (the “Company”), D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (“Holdco”), and the Existing Company Shareholders party hereto (each a “Contributor” and collectively, the “Contributors”). The Company, Holdco and Contributors are collectively referred to as the “Parties” and individually as a “Party”.

Whereas:

(A) The Parties are entering into this Agreement as contemplated by the Business Combination Agreement (the “BCA”), dated as of January 26, 2022, by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), the Company, Holdco, Lift-Off Merger Sub, Inc., a Delaware corporation and Seraphim SPAC LP, a copy of which has been provided to each Existing Company Shareholder . Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA.

(B) Schedule 1 of this Agreement sets forth a true and complete list of the Company shareholders as of the date of this Agreement (the “Existing Company Shareholders”) and the Company’s shares (the “Company Shares”) held by such Existing Company Shareholder.

(C) Each Existing Company Shareholder by executing this Agreement has agreed to be a Contributor hereunder and contribute such Contributor’s Company Shares to Holdco pursuant to the terms set forth herein (such contributed Company Shares, the “Contributed Shares”).

(D) Each Contributor is hereby agreeing to contribute each of such Contributor’s Contributed Shares to Holdco (the “Contribution”) in exchange for: (i) such number of ordinary shares of Holdco (the “Holdco Shares”) issued by Holdco having the rights, terms and features set out in the A&R Holdco Organizational Documents, as agreed under the BCA (the “Exchange” and such Holdco Shares to be issued, the “Holdco Consideration”). The Contribution includes all the rights, commitments and obligations, known or unknown, which can or could be attached to the Contributed Shares in any manner whatsoever.

(E) Holdco has filed the Registration Statement, with the SEC and the SEC has declared such Registration Statement effective and has provided a copy of the Registration Statement to each Existing Company Shareholder.

A-1-2

It is agreed as follows:

1. Contribution

1.1 Each Contributor irrevocably agrees and consents to the Contribution, the Exchange, the transfer restrictions set forth in Section 6 and the other transactions contemplated by this Agreement. The Contributor further consents, subject to the conditions set forth in Section 3, to the contribution and exchange by and among each of the other Existing Company Shareholders, the Company and Holdco, and the transactions contemplated thereby (the “Other Exchanges”) and agrees to execute and deliver (or cause to be executed and delivered) any consents required to be delivered in Italy together with the filing of the notification of the share transfers taking place in connection with the Other Exchanges.

1.2 Each Contributor hereby unconditionally, unequivocally and irrevocably waives, for all purposes and effects of law, all and any right of first offer and preemption right which such Contributor may be entitled to under the Organizational Documents of the Company, any applicable law and any agreement, in connection with the Contribution to be executed by all the other Contributors pursuant to this Exchange Agreement.

1.3 The Company declares to duly acknowledge and accept the aforementioned Contribution of the Contributed Shares and authorizes any officer of the Company, each acting individually with power of substitution, to register, in its name and on behalf of the Company, the transfer of the Contributed Shares in the shareholders’ register of the Company and perform any and all publication or registration formalities that may be necessary in relation with the aforementioned Contribution of the Contributed Shares.

2. Holdco Consideration

Holdco irrevocably agrees and consents to the delivery of the Holdco Consideration to each Contributor who has contributed their Contributed Shares in the Contribution promptly following the Exchange Effective Time.

3. Conditions to the Contribution and Exchange

The obligations of the Parties under Section 1, 2 and 4 are subject to the closing conditions set forth in Section 9.1 and 9.3 of the BCA being satisfied or waived (if permissible) by the Company, including without limitation, the prior issuance by a Luxembourg independent auditor (réviseur d’entreprises agréé) engaged by Holdco, at or before the Exchange Effective Time, of the report referred to in Section 9.1(c)(i) of the BCA.

The Parties acknowledge and accept that (i) the Exchange shall occur on the Exchange Effective Time for all Contributors, Holdco and the Company and (ii) Holdco shall use reasonable best efforts to have the First Holdco Auditor Report issued to allow for the Contribution to occur on the Exchange Effective Time.

4. Contribution and Issuance of Holdco Shares

4.1 At least three (3) Business Days prior to the anticipated Closing Date, Holdco shall provide to each Contributor the estimated calculation of each such Contributor’s Holdco Consideration such Contributor is entitled to receive in the Exchange pursuant to the BCA.

A-1-3

4.2 At the Exchange Effective Time with respect to each Contributor:

(i) The Contributed Shares of such Contributor shall be contributed to Holdco, in full and complete satisfaction of the issue and allotment to such Contributor of the Holdco Consideration to be issued by Holdco; to this end, each Contributor shall have signed the share certificate related to the Contributed Shares of such Contributor before a notary to perfect the Contribution;

(ii) The Holdco Shares shall have been authorized by Holdco allotted in full and complete satisfaction of the Contribution.

4.3 At or promptly following the Exchange Effective Time with respect to each Contributor:

(i) The Holdco Shares shall be issued and allotted to the Contributor as fully paid shares.

(ii) Holdco shall register the Holdco Shares issued to each Contributor in the Exchange in the name of the Contributor in the Holdco’s share register as at the date of issue.

4.4 The Contributor represents and warrants to the Company and Holdco as of the date such Contributor executes this Agreement and as of immediately prior to the Exchange Effective Time the following:

(i) Such Contributor is the sole lawful owner of such Contributor’s Contributed Shares, such Contributor is the only person entitled to and having power to dispose of such Contributor’s Contributed Shares and that such Contributed Shares are free of any lien, encumbrance, pre-emption rights or other similar rights and is freely transferable and/or assignable to Holdco and not subject to any third party rights and that any and all necessary consents for transfer that may be required under (a) any shareholder agreement existing between such Contributor and any other shareholders of the Company or (b) the Organizational Documents of the Company has been complied with or waived or (c) the laws of any applicable jurisdiction will have been complied with or waived (where permissible).

(ii) Such Contributor’s Contributed Shares shall be validly contributed, converged and transferred to Holdco upon completion of the Holdco Board Approval enacting the Holdco Shares Exchange Issuance, without such transfer of ownership being conditional upon any other formalities to be carried out in any other jurisdiction.

(iii) The Contribution will not conflict with or violate the Organizational Documents of such Contributor (if applicable) or any Law applicable to such Contributor.

A-1-4

(iv) There is no Action pending or threatened in writing against such Contributor or any property or asset of such Contributor that would prevent, materially delay or materially impede the performance by such Contributor of its obligations under this Agreement.

(v) There is no broker, finder, or investment banker that is entitled to any brokerage, finder’s or other fee or commission in connection with the Contribution based upon arrangements made by or on behalf of such Contributor.

5. Power of attorney and commitment

5.1 Each Contributor hereby agrees to sign a power of attorney substantially in the form attached hereto as Exhibit A before a notary to effect the Contribution in connection with entering into this Agreement or promptly thereafter (and in no event later than 30 calendar days from the date such Contributor entered into this Agreement).

5.2 In addition, each Contributor hereby irrevocably instructs, authorizes and empowers any director or officer of the Company or Holdco, any lawyer or employee of Arendt & Medernach S.A., each of them acting individually, with power of substitution, as such Contributor’s true and lawful agent and attorney-in-fact, to:

(i) subscribe for the Holdco Shares in exchange for the Contribution in the name and on behalf of the Contributor, in full compliance with the terms of this Agreement;

(ii) register, in their name and on their behalf the issuance of the Holdco Shares in the share register of the Holdco, and perform any and all publication or registration formalities that may be necessary in relation with the Contribution and issuance of the Holdco Shares;

(iii) determine the nominal amount of the Holdco Shares and the final amount of share premium of Holdco to be recorded in the accounts of Holdco as a result of the Exchange;

(iv) take all actions and do such things on behalf and in the name of the Contributor that are necessary or desirable for the Contributor to take or to do in order for the Contribution, the Exchange and any other BCA Transaction;

(v) represent the Contributor at any meeting or any adjourned meeting of the board of directors or the general meeting of shareholders of the Company or Holdco convened for the purpose of implementing any of the BCA Transactions, waive any convening formalities, vote in the name and on behalf of the Contributor on any resolution submitted to said meeting, sign any documents, shareholder proxy, subscription form, written consent or resolutions, delegate under his own responsibility the present proxy to another representative and, in general, do whatever seems appropriate or useful; and

A-1-5

(vi) agree or amend the form, terms and conditions of, to certify any and all documents as certified true copies and to make, sign, execute and do, and all such deeds, instruments, share registers, agreements, applications, forms, declarations, confirmations, notices, acknowledgements, letters, certificates, minutes, powers-of-attorney, general assignments, and any other documents relating to and required or desirable to implement the BCA Transactions promising ratification.

5.3 The Contributor hereby undertakes to indemnify and keep the appointed lawful agents and attorneys-in-fact harmless from any cost, claim, expense, proceeding, obligation and loss borne or suffered by any one of them in connection with this power of attorney or with the performance of the powers hereby granted to them.

5.4 The Contributor hereby commits to provide Holdco and/or Company, immediately upon request from Holdco and/or Company, as applicable, all documents and information which are reasonably required for the purpose of complying with applicable anti-money laundering laws and regulations (including without limitation the Luxembourg law of 12 November 2004 on the fight against money laundering and the financing of terrorism as amended) in the context of the implementation of the BCA Transactions or that would be required from a notary residing in Luxembourg for the same purposes.

6. Transfer Restrictions.

6.1 Pre-Exchange Transfer Restrictions. During the period from the date such Contributor signs this Agreement to the Exchange Effective Time (the “Pre-Exchange Period”), except as permitted by a Permitted Transfer or with the written consent of the Company Board, each Contributor shall not, and shall cause any other holder of record of any of such Contributor’s Contributed Shares not to, Transfer (as defined below) any Company Restricted Securities (as defined below). “Company Restricted Securities” means Contributed Shares, any warrants or options exercisable for Contributed Shares, any Contributed Shares issued or issuable upon the exercise of the conversion of such options or warrants or any other equity security of the Company issued or issuable with respect to any such Contributed Share by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.

A-1-6

6.2 Post-Exchange Transfer Restrictions. Following the Exchange Effective Time, except as permitted by a Permitted Transfer or with the written consent of the Holdco Board, (i) each Contributor shall not Transfer any Holdco Restricted Securities (as defined below) beneficially owned or owned of record by the such Contributor until the earlier of (a) the date that is 12 months from the Closing Date, and (b) such date on which Holdco completes a liquidation, merger, stock exchange or other similar transaction that results in all Holdco’s stockholders having the right to exchange their Holdco Shares for cash, securities or other property (the “Lock-up Period”); provided, that if after the Closing Date, the trading price of the Holdco Shares exceeds $12.50 for 20 trading days within any 30 day period, then each Contributor may Transfer up to ten percent (10%) of such Contributor’s Holdco Shares commencing on the later of 180 days after the Closing Date and the day following such 30 day period. “Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person. “Holdco Restricted Securities” means Holdco Shares, any warrants or options exercisable for Holdco Shares, any Holdco Shares issued or issuable upon the exercise of the conversion of such options or warrants or any other equity security of Holdco issued or issuable with respect to any such Holdco Share by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.

6.3 Exceptions. The provisions of Sections 6.1 and 6.2 shall not apply to the following Transfers (which each shall be deemed a “Permitted Transfers”) of Company Restricted Securities and/or Holdco Restricted Securities (as applicable) (Company Restricted Securities and Holdco Restricted Securities, the “Restricted Securities”:

(i) Transfers of Restricted Securities as a bona fide gift or gifts, or to a charitable organization;

(ii) Transfers of Restricted Securities to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin;

(iii) if the Contributor is an individual, Transfers of Restricted Securities by will or intestate succession upon the death of the undersigned;

(iv) the Transfer of Restricted Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;

(v) if the Contributor is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (a) Transfers of Restricted Securities to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the undersigned, and (b) distributions of Restricted Securities to its partners, limited liability company members, equity holders or shareholders of the undersigned;

A-1-7

(vi) the Transfer of Restricted Securities by a Contributor to any entity including without limitation any fund, partnership, company or investment trust to whom the Contributor transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of such Contributor;

(vii) Transfers of Restricted Securities (a) to the Company or Holdco or the Company’s or Holdco’s officers, directors or their affiliates and (b) to the officers, directors or affiliates of such Contributor;

(viii) bona fide pledges of Contributed Shares or Holdco Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Contributor;

(ix) with respect to Holdco Restricted Securities, transactions relating to Holdco Restricted Securities acquired by a Contributor in open market transactions;

(x) with respect to Holdco Restricted Securities only, pursuant to a bona fide third-party tender offer, merger, share sale, recapitalization, consolidation or other transaction involving a Change in Control (as defined below) of Holdco, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Holdco Restricted Securities shall remain subject to this Agreement. A “Change In Control” means the transfer (whether by tender offer, merger, share purchase, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of Holdco’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of Holdco (or surviving entity) or would otherwise have the power to control the board of directors of Holdco or to direct the operations of Holdco;

(xi) with respect to Holdco Restricted Securities only, the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Holdco Restricted Securities during the Lock-Up Period;

(xii) with respect to Holdco Shares only, each Founder shall be permitted to Transfer up to 250,000 of such Founder’s Holdco Shares. “Founder” means each of Luca Rossettini and Renato Panesi; and

A-1-8

(xiii) with respect to any Contributor who has entered into a subscription agreement with Holdco with respect to the commitment to acquire Holdco Shares at Closing (an “Eligible Stockholder”), a number of Holdco Restricted Securities equal to the number of Holdco Shares subscribed to by such Eligible Stockholder (the “Released Shares”), provided that the aggregate number of Released Shares shall not exceed 4,800,000 Ordinary Shares issued as of the Closing Date, provided, further, that should the number of Holdco Shares subscribed to by the Eligible Stockholders under their subscription agreements and all other subscription agreements exceed in the aggregate such limit of 4,800,000 Holdco Shares, such total amount of Released Shares will be reduced pro-rata among the Eligible Stockholders based on the number of new Holdco Shares subscribed to by such Subscribers under a subscription agreement similar to this Subscription Agreement in order reduce the aggregate number of Released Shares to 4,800,000;

provided, that in the case of any Transfer or distribution pursuant to clauses (i) through (xi) of this Section 6.3, each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the Company and Holdco, to be bound by the provisions of this Agreement in a separate agreement.

6.4 Any Transfer in violation of the provisions of this Section 6 shall be null and void ab initio and be of no force or effect.

6.5 Any person who acquires Restricted Securities pursuant to a Permitted Transfer in compliance with this Agreement shall subsequently be permitted to Transfer such Restricted Securities pursuant to a Permitted Transfer made in compliance with this Agreement

7. Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7):

if to the Company :

D-Orbit S.p.A.

Viale Risorgimento, 57

22073 Fino Mornasco CO, Italy

Attention: Luca Rossettini; Catherine Doldirina

Email: luca.rossettini@d-orbit.space;

catherine.doldirina@dorbit.space

if to Holdco:

D-Orbit S.A.

9, rue de Bitbourg, L1273 Luxembourg

Grand Duchy of Luxembourg

Attention: Board of Directors

Email:

- james@seraphim.vc and

- pierremargue@gmail.com and

- luca.rossettini@d-orbit.space

if to a Contributor, to such address already registered by the Company in its corporate documentation.

A-1-9

8. Entire Agreement – Amendments & Waiver

This Agreement (together with the BCA and the other Ancillary Agreements) contains the entire understanding of the Parties with respect to the subject matter contained herein, supersedes and cancels all prior agreements with respect hereto and may be amended, or any provision hereof may be waived, only by a written instrument executed by the Company, Holdco and Contributors that own a majority of the Contributed Shares (prior to the Exchange Effective Time) or Contributors that own a majority of the Holdco Shares issued to the Contributors hereunder; provided, however that notwithstanding the foregoing, any amendment hereto or waiver hereto that adversely affects one or more Contributors in a manner that is materially different from the other Contributors (in such capacity) shall require the consent of the adversely affected Contributors that own a majority of the Contributed Shares (prior to the Exchange Effective Time) or the Holdco Shares (after the Exchange Effective Time). The section and clause headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9. Invalidity

If any of the provisions of this Agreement is held invalid or unenforceable, and unless the invalidity or unenforceability thereof does substantial violence to the underlying intent and sense of the remainder of this Agreement, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provisions of this Agreement except the invalidated or unenforceable provision. In the event any provision is held invalid or unenforceable, the Parties shall attempt to agree on a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in the light of the content of this Agreement and, on so agreeing, shall incorporate such substitute provision in this Agreement.

10. Counterparts and Signatures

This Agreement may be executed in one or more counterparts. A set of counterparts, containing the signatures of all the Parties, shall between them constitute one single agreement.

Each Party shall receive and keep a copy of the original in due evidence of this Agreement, the original being kept with Holdco.

A-1-10

11. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Luxembourg law with the exception that any provisions that are mandatorily required to be governed by Italian law shall be governed by such Italian law.

12. Jurisdiction

The Parties irrevocably agree that the courts of Luxembourg City (Grand Duchy of Luxembourg) have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement.

[Signature pages follows]

A-1-11

IN WITNESS whereof this Agreement has been entered into the day and year first above written.

D-Orbit S.A.
By
	Name: Pierre Margue
	Title:   Director
D-Orbit S.p.A
By
	Name: Luca Rossettini, Ph.D.
	Title:   Chief Executive Officer

A-1-12

IN WITNESS whereof this Agreement has been entered into by the Contributor on the day and year as set forth below.

[Contributor]
By:	[__]
Title:	[__]

A-1-13

Schedule 1

Existing Company Shareholders

(Intentionally Omitted)

A-1-14

Exhibit A

Form of Power of Attorney

PROCURA SPECIALE		SPECIAL POWER OF ATTORNEY
Il sottoscritto [●], nato a [●], il [●], in qualità di [legale rappresentante] di [●], società costituita ed esistente ai sensi della legge [●], con sede legale in [●], iscrizione al Registro delle Imprese di [●] n. [●] (il “Conferente”), munito di tutti i necessari poteri ai sensi di legge e di statuto, nomina quali procuratori speciali della Società i signori:		I, the undersigned, [●], born in [●], on [●], in my capacity of [legal representative] of [●], a company incorporated under the laws of [●], with registered office in [●], registered with the Register of Commerce and Companies of [●] under no. [●], (the “Contributor”), duly empowered pursuant to applicable laws and the Company’s by-laws, hereby appoints as special attorneys of the Company, the following individuals:
-	Patrizia Tammaro Silva, nata a Sao Paulo (Brasile), il 29.09.1973, codice fiscale TMMPRC73P69Z602I;	-	Patrizia Tammaro Silva, born in Sao Paulo (Brazil), on 29.09.1973, fiscal code TMMPRC73P69Z602I;
-	Luca Rossettini, nato a Vicenza, il 01.04.1975, codice fiscale RSSLCU75D01L840I;	-	Luca Rossettini, born in Vicenza, on 01.04.1975, fiscal code RSSLCU75D01L840I;
conferendo loro - in via disgiunta - tutti i poteri necessari affinché rappresentino il Conferente e compiano in nome e per conto dello stesso ogni atto necessario o utile per il perfezionamento della cessione a D-Orbit S.A., società per azioni (société anonyme) costituita ed esistente ai sensi della legge del Gran Ducato del Lussemburgo, con sede legale in 9, rue de Bitbourg, L1273, Lussemburgo, Gran Ducato del Lussemburgo, iscrizione al Registro delle Imprese del Gran Ducato del Lussemburgo n. B261356, a titolo di conferimento in natura in esecuzione del deliberando aumento di capitale della stessa D-Orbit S.A., di tutte le azioni detenute dal Conferente al momento della suddetta cessione (attualmente pari a n. [●] azioni [●] di D-Orbit S.p.A.) e rappresentanti il capitale sociale di D-Orbit S.p.A., società di diritto italiano, con sede legale in Fino Mornasco (CO), Viale Risorgimento 57, Codice fiscale e numero di iscrizione al Registro delle Imprese di Como-Lecco 07373150965 (l’“Operazione di Conferimento”).		who are empowered - jointly and severally - in the name and on behalf of the Contributor to carry out any act necessary or useful for the completion of the transfer to D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under no. B261356, as a contribution in kind in execution of the corporate capital increase of D-Orbit S.A., all Contributor’s shares at the moment of such transfer (now there being no. [●] shares [●] di D-Orbit S.p.A.) representing the corporate capital of D-Orbit S.p.A., a company incorporated under the Italian Law, with registered office in Fino Mornasco (CO), Viale Risorgimento 57, fiscal code and registration number with the Register of Commerce and Companies of Como-Lecco 07373150965 (the “Contribution Transaction”).
A tal fine, il Conferente conferisce ai nominati procuratori, disgiuntamente tra loro, tutti i più ampi e opportuni poteri per perfezionare l’Operazione di Conferimento, ivi incluso a mero titolo esemplificativo, il potere di:		To this purpose, the Contributor therefore grants, to the above attorneys-in-fact, each of them with joint and several signature, all the widest powers to complete the Contribution Transaction, including but not limited to the power to:
(i)	sottoscrivere per girata il certificato azionario rappresentativo delle azioni oggetto dell’Operazione di Conferimento;	(i)	sign for transfer the share certificate representing the shares of the Contribution Transaction;
(ii)	compiere ogni altro atto, adottare qualsivoglia decisione o sottoscrivere ogni altro contratto o atto che risulti utile o collegato all’Operazione di Conferimento;	(ii)	to carry out any further act, to take any decision or execute any further agreement or deed which is useful or connected to the Contribution Transaction;
(iii)	eseguire tutti gli atti utili e/o necessari relativi a quanto sopra, anche se qui non espressamente menzionati, e compiere tutte le operazioni che dovessero rivelarsi necessarie od opportune in connessione con l’Operazione di Conferimento, così che nessuna obiezione potrà essere sollevata con riferimento alla loro mancanza di poteri.	(iii)	to perform all acts useful and/or necessary in relation to the above points, even though not expressly mentioned herein, and to carry out all the actions that may be necessary or useful in connection with the Contribution Transaction, such that no objections can be raised on grounds of lack of or unclear powers.
Il Conferente s’impegna a manlevare e tenere indenni i procuratori nominati da qualunque costo, pretesa, spesa, procedimento, obbligazione e passività sostenuta o sofferta da ciascuno di detti procuratori in relazione alla presente procura o con riferimento all’esecuzione dei poteri qui conferiti.		The Contributor hereby undertakes to indemnify and keep the attorneys harmless from any cost, claim, expense, proceeding, obligation and loss borne or suffered by any one of them in connection with this power of attorney or with the performance of the powers hereby granted to them.
Il tutto con formale promessa di rato e valido ora per allora e senza obbligo di rendiconto.		All the above, formally promising ratification and without any audit report obligation.
La presente procura speciale è irrevocabile e rimarrà pienamente valida ed efficacia sino al 31 dicembre 2022, dopodiché cesserà automaticamente di avere efficacia.		This special power of attorney is irrevocable shall remain in full force and effect until December 31, 2022, afterwards it will automatically terminate.
In fede, ho sottoscritto la presente procura speciale, in [luogo], [data]		IN WITNESS WHEREOF, I have executed this special power of attorney in [place], on [date]
[firmatario]		[signatory]

[SIGNATURE TO BE NOTARIZED WITH APOSTILLE]

A-1-15

Exhibit A-2

FORM OF

Contribution and Exchange Agreement

by and between

D-Orbit S.p.A

D-ORBIT S.A.

and

the Contributors

A-2-1

This Contribution and Exchange Agreement (this “Agreement”), dated as of [ ] 2022, by and between D-Orbit S.p.A, an Italian Società per azioni (the “Company”), D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (“Holdco”), and the Converted Company Shareholders party hereto (each a “Contributor” and collectively, the “Contributors”). The Company, Holdco and Contributors are collectively referred to as the “Parties” and individually as a “Party”.

Whereas:

(A) The Parties are entering into this Agreement as contemplated by the Business Combination Agreement (the “BCA”), dated as of January 26, 2022, by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), the Company, Holdco, Lift-Off Merger Sub, Inc., a Delaware corporation and Seraphim SPAC LP, a copy of which has been provided to each Converted Company Shareholder. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA.

(B) Schedule 1 of this Agreement sets forth a true and complete list of the Company bondholders that are parties to the Convertible Bond Subscription Agreement and holders of Convertible Bonds as of the date of this Agreement (the “Converted Company Shareholders”) and the Convertible Bonds held by such Converted Company Shareholders. Pursuant to the Convertible Bond Subscription Agreement, each Converted Company Shareholder will automatically receive shares in the Company (the “Company Shares”) in connection with the Convertible Bond Conversion, which will occur in connection with the closing of the transactions contemplated by the BCA (but prior to the Exchange and Exchange Effective Time).

(C) Each Converted Company Shareholder by executing this Agreement has agreed to be a Contributor hereunder and contribute such Contributor’s Company Shares to Holdco pursuant to the terms set forth herein (such contributed Company Shares, the “Contributed Shares”).

(D) Each Contributor is hereby agreeing to contribute each of such Contributor’s Contributed Shares to Holdco (the “Contribution”) in exchange for: such number of ordinary shares of Holdco (the “Holdco Shares”) issued by Holdco having the rights, terms and features set out in the A&R Holdco Organizational Documents, as agreed under the BCA (the “Exchange” and such Holdco Shares to be issued the “Holdco Consideration”). The Contribution includes all the rights, commitments and obligations, known or unknown, which can or could be attached to the Contributed Shares in any manner whatsoever.

(E) Holdco has filed the Registration Statement, with the SEC and the SEC has declared such Registration Statement effective and has provided a copy of the Registration Statement to each Converted Company Shareholder.

A-2-2

It is agreed as follows:

1. Contribution

1.1 Each Contributor irrevocably agrees and consents to the Contribution, the Exchange, the transfer restrictions set forth in Section 6 and the other transactions contemplated by this Agreement. The Contributor further consents, subject to the conditions set forth in Section 3, to the contribution and exchange by and among each of the other Converted Company Shareholders, the Company and Holdco, and the transactions contemplated thereby (the “Other Exchanges”) and agrees to execute and deliver (or cause to be executed and delivered) any consents required to be delivered in Italy together with the filing of the notification of the share transfers taking place in connection with the Other Exchanges.

1.2 Each Contributor hereby unconditionally, unequivocally and irrevocably waives, for all purposes and effects of law, all and any right of first offer and preemption right which such Contributor may be entitled to under the Organizational Documents of the Company, any applicable law and any agreement, in connection with the Contribution to be executed by all the other Contributors pursuant to this Exchange Agreement.

1.3 The Company declares to duly acknowledge and accept the aforementioned Contribution of the Contributed Shares and authorizes any officer of the Company, each acting individually with power of substitution, to register, in its name and on behalf of the Company, the transfer of the Contributed Shares in the shareholders’ register of the Company and perform any and all publication or registration formalities that may be necessary in relation with the aforementioned Contribution of the Contributed Shares.

2. Holdco Consideration

Holdco irrevocably agrees and consents to the delivery of the Holdco Consideration to each Contributor who has contributed their Contributed Shares in the Contribution promptly following the Exchange Effective Time.

3. Conditions to the Contribution and Exchange

The obligations of the Parties under Section 1, 2 and 4 are subject to the closing conditions set forth in Section 9.1 and 9.3 of the BCA being satisfied or waived (if permissible) by the Company, including without limitation, the prior issuance by a Luxembourg independent auditor (réviseur d’entreprises agréé) engaged by Holdco, at or before the Exchange Effective Time, of the report referred to in Section 9.1(c)(i) of the BCA.

The Parties acknowledge and accept that (i) the Exchange shall occur on the Exchange Effective Time for all Contributors, Holdco and the Company and (ii) Holdco shall use reasonable best efforts to have the First Holdco Auditor Report issued to allow for the Contribution to occur on the Exchange Effective Time.

A-2-3

4. Contribution and Issuance of Holdco Shares

4.1 At least three (3) Business Days prior to the anticipated Closing Date, Holdco shall provide to each Contributor the estimated calculation of each such Contributor’s Holdco Consideration such Contributor is entitled to receive in the Exchange pursuant to the BCA.

4.2 At the Exchange Effective Time with respect to each Contributor:

(i) The Contributed Shares of such Contributor shall be contributed to Holdco, in full and complete satisfaction of the issue and allotment to such Contributor of the Holdco Consideration to be issued by Holdco; to this end, each Contributor shall have signed the share certificate related to the Contributed Shares of such Contributor before a notary to perfect the Contribution;

(ii) The Holdco Shares shall have been authorized by Holdco allotted in full and complete satisfaction of the Contribution.

4.3 At or promptly following the Exchange Effective Time with respect to each Contributor:

(i) The Holdco Shares shall be issued and allotted to the Contributor as fully paid shares.

(ii) Holdco shall register the Holdco Shares issued to each Contributor in the Exchange in the name of the Contributor in the Holdco’s share register as at the date of issue.

4.4 The Contributor represents and warrants to the Company and Holdco as of the date such Contributor executes this Agreement and as of immediately prior to the Exchange Effective Time the following:

(i) Such Contributor is the sole lawful owner of such Contributor’s Contributed Shares, such Contributor is the only person entitled to and having power to dispose of such Contributor’s Contributed Shares and that such Contributed Shares are free of any lien, encumbrance, pre-emption rights or other similar rights and is freely transferable and/or assignable to Holdco and not subject to any third party rights and that any and all necessary consents for transfer that may be required under (a) any shareholder agreement existing between such Contributor and any other shareholders of the Company or (b) the Organizational Documents of the Company has been complied with or waived or (c) the laws of any applicable jurisdiction will have been complied with or waived (where permissible).

A-2-4

(ii) Such Contributor’s Contributed Shares shall be validly contributed, converged and transferred to Holdco upon completion of the Holdco Board Approval enacting the Holdco Shares Exchange Issuance, without such transfer of ownership being conditional upon any other formalities to be carried out in any other jurisdiction.

(iii) The Contribution will not conflict with or violate the Organizational Documents of such Contributor (if applicable) or any Law applicable to such Contributor.

(iv) There is no Action pending or threatened in writing against such Contributor or any property or asset of such Contributor that would prevent, materially delay or materially impede the performance by such Contributor of its obligations under this Agreement.

(v) There is no broker, finder, or investment banker that is entitled to any brokerage, finder’s or other fee or commission in connection with the Contribution based upon arrangements made by or on behalf of such Contributor.

5. Power of attorney and commitment

5.1 Each Contributor hereby agrees to sign a power of attorney substantially in the form attached hereto as Exhibit A before a notary to effect the Contribution in connection with entering into this Agreement or promptly thereafter (and in no event later than 30 calendar days from the date such Contributor entered into this Agreement).

5.2 In addition, each Contributor hereby irrevocably instructs, authorizes and empowers any director or officer of the Company or Holdco, any lawyer or employee of Arendt & Medernach S.A., each of them acting individually, with power of substitution, as such Contributor’s true and lawful agent and attorney-in-fact, to:

(i) subscribe for the Holdco Shares in exchange for the Contribution in the name and on behalf of the Contributor, in full compliance with the terms of this Agreement;

(ii) register, in their name and on their behalf the issuance of the Holdco Shares in the share register of the Holdco, and perform any and all publication or registration formalities that may be necessary in relation with the Contribution and issuance of the Holdco Shares;

(iii) determine the nominal amount of the Holdco Shares and the final amount of share premium of Holdco to be recorded in the accounts of Holdco as a result of the Exchange;

A-2-5

(iv) take all actions and do such things on behalf and in the name of the Contributor that are necessary or desirable for the Contributor to take or to do in order for the Contribution, the Exchange and any other Transaction;

(v) represent the Contributor at any meeting or any adjourned meeting of the board of directors or the general meeting of shareholders of the Company or Holdco convened for the purpose of implementing any of the Transactions, waive any convening formalities, vote in the name and on behalf of the Contributor on any resolution submitted to said meeting, sign any documents, shareholder proxy, subscription form, written consent or resolutions, delegate under his own responsibility the present proxy to another representative and, in general, do whatever seems appropriate or useful; and

(vi) agree or amend the form, terms and conditions of, to certify any and all documents as certified true copies and to make, sign, execute and do, and all such deeds, instruments, share registers, agreements, applications, forms, declarations, confirmations, notices, acknowledgements, letters, certificates, minutes, powers-of-attorney, general assignments, and any other documents relating to and required or desirable to implement the Transactions promising ratification.

5.3 The Contributor hereby undertakes to indemnify and keep the appointed lawful agents and attorneys-in-fact harmless from any cost, claim, expense, proceeding, obligation and loss borne or suffered by any one of them in connection with this power of attorney or with the performance of the powers hereby granted to them.

5.4 The Contributor hereby commits to provide Holdco and/or Company, immediately upon request from Holdco and/or Company, as applicable, all documents and information which are reasonably required for the purpose of complying with applicable anti-money laundering laws and regulations (including without limitation the Luxembourg law of 12 November 2004 on the fight against money laundering and the financing of terrorism as amended) in the context of the implementation of the BCA Transactions or that would be required from a notary residing in Luxembourg for the same purposes.

6. Acknowledgement of receipt of unregistered Holdco Shares.

Each Contributor understands that the Holdco Shares it receives in the Exchange have not been registered under the Securities Act of 1933, as amended from time to time (the “Securities Act”). Each Contributor understands that the Holdco Shares may not be resold, transferred, pledged, or otherwise disposed of by such Contributor absent an effective registration statement under the Securities Act, except (i) to Holdco or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of and in accordance with Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entries representing the Holdco Shares (if any) shall contain a legend to such effect. Each Contributor acknowledges that the Holdco Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Each Contributor understands and agrees that the Holdco Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, such Contributor may not be able to readily resell the Holdco Shares and will be required to bear the financial risk of an investment in the Holdco Shares. Each Contributor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or other transfer or disposition of any of the Holdco Shares.

A-2-6

7. Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7):

if to the Company :

D-Orbit S.p.A.

Viale Risorgimento, 57

22073 Fino Mornasco CO, Italy

Attention: Luca Rossettini; Catherine Doldirina

Email: luca.rossettini@d-orbit.space;

catherine.doldirina@dorbit.space

if to Holdco:

D-Orbit S.A.

9, rue de Bitbourg, L1273 Luxembourg

Grand Duchy of Luxembourg

Attention: Board of Directors

Email:

- james@seraphim.vc and

- pierremargue@gmail.com and

- luca.rossettini@d-orbit.space

if to a Contributor, to the address set forth on Annex A across from the name of such Contributor.

8. Entire Agreement – Amendments & Waiver

This Agreement (together with the BCA and the other Ancillary Agreements) contains the entire understanding of the Parties with respect to the subject matter contained herein, supersedes and cancels all prior agreements with respect hereto and may be amended, or any provision hereof may be waived, only by a written instrument executed by the Company, Holdco and Contributors that own a majority of the Contributed Shares (prior to the Exchange Effective Time) or Contributors that own a majority of the Holdco Shares issued to the Contributors hereunder; provided, however that notwithstanding the foregoing, any amendment hereto or waiver hereto that adversely affects one or more Contributors in a manner that is materially different from the other Contributors (in such capacity) shall require the consent of the adversely affected Contributors that own a majority of the Contributed Shares (prior to the Exchange Effective Time) or the Holdco Shares (after the Exchange Effective Time). The section and clause headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

A-2-7

9. Invalidity

If any of the provisions of this Agreement is held invalid or unenforceable, and unless the invalidity or unenforceability thereof does substantial violence to the underlying intent and sense of the remainder of this Agreement, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provisions of this Agreement except the invalidated or unenforceable provision. In the event any provision is held invalid or unenforceable, the Parties shall attempt to agree on a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in the light of the content of this Agreement and, on so agreeing, shall incorporate such substitute provision in this Agreement.

10. Counterparts and Signatures

This Agreement may be executed in one or more counterparts. A set of counterparts, containing the signatures of all the Parties, shall between them constitute one single agreement.

Each Party shall receive and keep a copy of the original in due evidence of this Agreement, the original being kept with Holdco.

11. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Luxembourg law with the exception that any provisions that are mandatorily required to be governed by Italian law shall be governed by such Italian law.

12. Jurisdiction

The Parties irrevocably agree that the courts of Luxembourg City (Grand Duchy of Luxembourg) have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement.

[Signature pages follows]

A-2-8

IN WITNESS whereof this Agreement has been entered into the day and year first above written.

D-Orbit S.A.
By
	Name:	Pierre Margue
	Title:	Director

D-Orbit S.p.A
By
	Name:	Luca Rossettini, Ph.D.
	Title:	Chief Executive Officer

A-2-9

IN WITNESS whereof this Agreement has been entered into by the Contributor on the day and year as set forth below.

[Contributor]
By:	[__]
Title:	[__]

A-2-10

Schedule 1

Converted Company Shareholders

[Intentionally Omitted]

A-2-11

Exhibit A

Form of Power of Attorney

PROCURA SPECIALE		SPECIAL POWER OF ATTORNEY
Il sottoscritto [nome Sottoscrittore], nato a [●], il [●], munito di tutti i necessari poteri ai sensi di legge e di statuto, in qualità di [amministratore e legale rappresentante] di [nome società], società costituita ed esistente ai sensi della legge [●], con sede legale in [●], [●], [●], (l’“Obbligazionista”), quale titolare di n. [●] obbligazioni (the “Bonds”) emesse da D-Orbit S.p.A. nell’ambito del Prestito Obbligazionario convertibile denominato “D-Orbit S.p.A. Prestito Obbligazionario Convertibile 2021-2026” e approvato con delibera dell’assemblea straordinaria del 26 Aprile 2021 innanzi il Notaio dott. Andrea De Costa di Milano (racc. [●] - rep. [●]) recante il regolamento del prestito obbligazionario (il “Regolamento”), nomina quale procuratore speciale dell’Obbligazionista il/la signor/a [●], nato a [●], il [●], codice fiscale [●], (il “Rappresentante degli Obbligazionisti”), conferendogli, in via irrevocabile, tutti i poteri necessari affinché rappresenti l’Obbligazionista e compia in nome e per conto dello stesso ogni atto necessario o utile per il perfezionamento dell’Operazione SPAC, così come definita nel menzionato Regolamento del Prestito Obbligazionario (tutti i termini indicati qui con lettera iniziale maiuscola hanno il medesimo significato attribuito in detto Regolamento).		I, the undersigned [Subscriber’s name], born in [●], on [●], duly empowered pursuant to the applicable laws and the Company’s by-laws, in my capacity of [director and legal representative] of [company’s name], a company incorporated under the laws of [●], with registered office in [●], [●], [●], (the “Bondholder”), as holder of no. [●] bonds (the “Bonds”) issued by D-Orbit S.p.A. by virtue of the convertible Bond loan named “D-Orbit S.p.A. Prestito Obbligazionario Convertibile 2021-2026” and approved before the public notary Carlo Marchetti, with office in Milan, by D-Orbit S.p.A. shareholders’ resolution dated 26 April 2021 (n. racc. [●] - rep. [●]) with the regulation of the Bond (the “Terms and Conditions”), hereby appoints as special attorney of the Bondholder Mr/Mrs [●], born in [●], on [●], fiscal code [●], (the “Representative of the Bondholders”) who is irrevocably empowered with all powers in the name and on behalf of the Bondholder to act, execute carry out any act necessary or useful for the completion of the SPAC Transaction, as defined in the Terms and Conditions of the Bond (all the capitalized terms not otherwise defined in this Power of Attorney shall have the same meaning ascribed to them in the Terms and Conditions).
Con la presente procura vengono conferiti irrevocabilmente (in quanto conferiti anche nell’interesse della Società e dei Soci) al Rappresentante degli Obbligazionisti i seguenti poteri da esercitarsi in nome e per conto dell’Obbligazionista:		This power of attorney irrevocably (as this power of attorney is also in the interest of D-Orbit and the Shareholders) grants the Representative of the Bondholders with the following powers, to be exercised in the name and on behalf of the Bondholder to:
A.	votare in seno all’assemblea degli Obbligazionisti in favore dell’Operazione SPAC o di alcuni atti finalizzati al perfezionamento della stessa;	A.	vote or provide a consent in the bondholders’ meeting in favor of the SPAC Transaction or any actions aimed at its completion;
B.	predisporre e sottoscrivere atti e documenti relativi all’Operazione SPAC inclusi, a mero titolo esemplificativo, gli accordi di lock-up limitativi della circolazione delle Azioni PubCo (in linea con gli analoghi impegni assunti dagli investitori della PIPE) e ogni altro atto correlato o connesso all’Operazione SPAC;	B.	prepare and sign deeds and documents related to the SPAC Transaction, including, without limitation, lock-up agreements related to PubCo Shares (in line with the PIPE investors’ commitments) and any other document or agreement in connection with the SPAC Transaction;
C.	fare quanto necessario per perfezionare la conversione delle Obbligazioni in Azioni della Società e ricevere dette Azioni accettando l’operazione di conversione effettuata dalla Società quale agente di conversione;	C.	take any action aiming at carrying out the conversion of the Bonds into Shares of the Company and receive such Shares in exchange of the Bonds by accepting the conversion as it is carried out by the Company as conversion agent;
D.	sottoscrivere atti di trasferimento o conferimento di Obbligazioni e/o di Azioni in PubCo e ricevere in cambio Azioni PubCo;	D.	execute deeds of transfer or contribution of the Bonds and/or the Shares in exchange of PubCo Shares;
E.	compiere qualsivoglia ulteriore azione nonché predisporre e sottoscrivere qualsivoglia ulteriore documento, autorizzazione o accordo che, secondo il giudizio del nominato procuratore, siano ritenuti necessari o utili al fine di portare a compimento l’Operazione SPAC.	E.	take any other action and prepare and execute any other document, authorization and agreement that is deemed necessary or useful in the discretionary judgment of the attorney in fact to complete the SPAC Transaction.
L’Obbligazionista si impegna a manlevare e tenere indenne il Rappresentante degli Obbligazionisti da qualunque costo, pretesa, spesa, procedimento, obbligazione e passività sostenuta o sofferta in relazione alla presente procura o con riferimento all’esecuzione dei poteri qui conferiti.		The Bondholder hereby undertakes to indemnify and keep the Representative of the Bondholders harmless from any cost, claim, expense, proceeding, obligation and loss borne or incurred in connection with this power of attorney or with the performance of the powers hereby granted to the Representative of the Bondholders.
Il tutto con formale promessa di rato e valido ora per allora e senza obbligo di rendiconto.		All the above, without necessity of any further ratification or confirmation being the activity approved from now without expense sheet being required.
La presente procura speciale rimarrà pienamente valida ed efficace sino al 31 dicembre 2022, dopodiché cesserà automaticamente di avere efficacia.		This special power of attorney shall remain in full force and effect until December 31, 2022, afterwards it will automatically terminate.
In fede, ho sottoscritto la presente procura speciale, in [luogo], [data]		IN WITNESS WHEREOF, I have executed this special power of attorney in [place], on [date]
		[signatory]
[firmatario]

[SIGNATURE TO BE NOTARIZED WITH APOSTILLE]

A-2-12

Exhibit B-1

FORM OF

COMPANY & SPAC SHAREHOLDERS

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

THIS COMPANY & SPAC SHAREHOLDERS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [___], 2022, is made and entered into by and among D-ORBIT S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) u (the “Company”), Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”) and the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.11 a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and SPAC are parties to that certain Business Combination Agreement, dated as of January 26, 2022 (the “BCA”), by and among SPAC, D-Orbit S.p.A, an Italian Società per azioni (“D-Orbit”) and Lift-Off Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, on the Closing Date, Merger Sub will merge (the “Merger”) with and into SPAC (with SPAC being the surviving entity and a wholly owned subsidiary of the Company) in exchange for SPAC’s shareholders and rights holders receiving shares of the Company (the “Company Shares”);

WHEREAS, the Company is a party to that certain Contribution and Exchange Agreement, dated as of [___], 2022 (the “Exchange Agreement”), by and among the Company, D-Orbit and each of the D-Orbit shareholders party thereto (the “Contributors”) pursuant to which, on the terms and subject to the conditions set forth therein, the Contributors contributed their shares of D-Orbit to the Company in exchange for Company Shares (the “Exchange” and together with the Merger and the other transactions contemplated by the BCA, the “Transactions”), with D-Orbit becoming a subsidiary of the Company following the consummation of the Exchange;

WHEREAS, certain of those Contributors that are set forth under the “Company Shareholders” heading in Schedule A (the “Company Shareholders”) will be beneficial owners of five percent (5%) or more of Company and/or will be directors and officers of the Company or a subsidiary of the Company following the consummation of the Exchange are entering into this Agreement in connection with the consummation of the Transactions;

WHEREAS, SPAC entered into that certain Registration Rights Agreement, dated November 23, 2020 (the “Existing Registration Rights Agreement”) with Breeze Sponsor, LLC (the “Sponsor”) and certain other holders of Registrable Securities (as defined therein) as set forth under Existing Registration Rights Holders subheading under the SPAC Holders heading in Schedule A and SPAC entered into a letter agreement, dated November 23, 2020 (the “Letter Agreement”), with each of the Insiders defined therein as set forth under the Insiders sub-heading under the SPAC Stockholders heading in Schedule A and any other Holders of SPAC founder shares as set forth under the SPAC Founder Shares subheading under the SPAC Stockholders heading in Schedule A (such SPAC stockholders party to the Existing Registration Rights Agreement and the Letter Agreement or otherwise holding SPAC founder shares, the “SPAC Stockholders”);

B-1-1

WHEREAS, the Letter Agreement solely with respect to Section 7 therein and the Existing Registration Rights Agreement will be terminated hereunder in connection with the consummation of the Transactions and the SPAC Stockholders and the Company Shareholders will be subject to certain registration rights as set forth in this Agreement and transfer restrictions as set forth in this Agreement or the Exchange Agreement;

WHEREAS, pursuant to the PIPE Agreements (as defined in the BCA) and the Converted Company Shareholders Registration Rights Agreements, certain PIPE Investors (as defined in the BCA) and Converted Company Shareholders (as defined in the BCA) have certain registration rights with respect to the Company Shares those PIPE Investors and Converted Company Shareholders received in connection with the Transactions; and

WHEREAS, in connection with the transactions contemplated by the BCA, the Contribution and Exchange Agreements, and the PIPE Agreements, the Company, SPAC and the Holders desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business purpose for not making such information public.

“Affiliate” means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any other Holder solely by reason of an investment in, or holding of Company Shares (or securities convertible or exchangeable for share of Company Shares) of, the Company. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement); provided, however, that in no event shall the term “Affiliate” include any portfolio company of any Holder or their respective Affiliates (other than the Company).

B-1-2

“Agreement” shall have the meaning given in the Preamble.

“Aggregate Blocking Period” shall have the meaning given in Section 2.4.

“BCA” shall have the meaning given in the Recitals.

“Block Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” shall mean the Board of Directors of the Company.

“SPAC” shall have the meaning given in the Recitals.

“Change in Control” means the transfer (whether by tender offer, merger, share purchase, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving entity) or would otherwise have the power to control the Company Board or to direct the operations of the Company.

“Claims” shall have the meaning given in subsection 5.1.1.

“Closing Date” shall mean the date of this Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Commission Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“Company” shall have the meaning given in the Preamble.

“Company Board” means the Board of Directors of the Company.

“Company Shares” shall have the meaning given in the Recitals.

“Company Shelf Take Down Notice” shall have the meaning given in Section 2.1.3.

“Exchange Agreement” shall have the meaning given in the Recitals.

“Converted Company Shareholders” shall have the meaning in the BCA.

“Converted Company Shareholders Registration Rights Agreements” shall have the meaning in the BCA.

“Demand Registration” shall have the meaning given in Section 2.2.1.

B-1-3

“Demanding Holder” shall mean, as applicable, (a) at least a majority in interest of the then-outstanding number of Registrable Securities held by the Holders making a written demand for the Registration of Registrable Securities pursuant to subsection 2.2.1 or (b) the applicable Holders making a written demand for a Shelf Underwritten Offering of Registrable Securities pursuant to subsection 2.1.3.

“D-Orbit” shall have the meaning given in the Recitals.

“Dispute” shall have the meaning given in Section 6.5.

“Effectiveness Deadline” shall have the meaning given in Section 2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form F-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form F-3 Shelf” shall have the meaning given in Section 2.1.2.

“Holders” shall have the meaning given in the Preamble.

“ICC Procedures” shall have the meaning given in Section 6.5.

“Maximum Number of Securities” shall have the meaning given in Section 2.2.4.

“Merger Sub” shall have the meaning given in the Recitals.

“Minimum Amount” shall have the meaning given in Section 2.1.3.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading.

“Permitted Transferees” shall mean a person or entity to whom the Holders are permitted to Transfer such Registrable Securities pursuant to any applicable agreement between the Holders and the Company (including the Exchange Agreement), and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in Section 2.3.1.

“PIPE Agreements” shall have the meaning given in the BCA.

“PIPE Investors” shall have the meaning given in the BCA.

“Pro Rata” shall have the meaning given in Section 2.2.4.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

B-1-4

“Registrable Security” shall mean (a) any Company Shares issued to a Holder pursuant to the terms of the BCA (including the Company Shares issued or issuable upon the exercise of any other equity security issued to a Holder pursuant to the terms of the BCA), and (b) any other equity security of the Company issued or issuable with respect to any such Company Share referred to in the foregoing clause (a) by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Company Shares are then listed;

(b) fees and expenses of compliance with securities or blue-sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(c) printing, messenger, telephone, delivery and road show or other marketing expenses;

(d) reasonable fees and disbursements of counsel for the Company;

(e) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(f) reasonable fees and expenses of one (1) legal counsel selected by either (i) the majority-in-interest of the Demanding Holders (and any local or foreign counsel) initiating a Demand Registration or Shelf Underwritten Offering (including, without limitation, a Block Trade), or (ii) of a majority-in-interest of participating Holders under Section 2.3 if the Registration was initiated by the Company for its own account or that of a Company shareholder other than pursuant to rights under this Agreement, in each case to be registered for offer and sale in the applicable Registration.

B-1-5

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Removed Shares” shall have the meaning given in Section 2.6.

“Requesting Holder” shall have the meaning given in Section 2.2.1.

“Resolution Period” shall have the meaning given in Section 6.5.

“Restricted Securities” means Company Shares, any warrants or options exercisable for Company Shares, any Company Shares issued or issuable upon the exercise of the conversion of such options or warrants or any other equity security of the Company issued or issuable with respect to any such Company Share referred to in the foregoing clause by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided however, that solely for purposes of Article IV of this Agreement, “Restricted Securities” shall not be deemed to include Company Shares, any warrants or options exercisable for Company Shares or any Company Shares issued or issuable with respect to any SPAC securities purchased in the open market by any Holders (or any other equity security of the Company issued or issuable with respect to any such Company Share referred to in the foregoing clause by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise).

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Take Down Notice” shall have the meaning given in Section 2.1.3.

“Shelf Underwritten Offering” shall have the meaning given in Section 2.1.3.

“Sponsor” shall have the meaning given in the Recitals.

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

B-1-6

Article II
REGISTRATIONS

2.1 Shelf Registration.

2.1.1 The Company shall, as soon as practicable, but in any event within forty-five (45) days after the Closing Date, use its reasonable best efforts to file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than ninety (90) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this Section 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1, but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

2.1.2 The Company shall use its reasonable best efforts to convert the Form F-1 Shelf filed pursuant to Section 2.1.1 to a shelf registration statement on Form F-3 (a “Form F-3 Shelf”) as promptly as practicable after the Company is eligible to use a Form F-3 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.

B-1-7

2.1.3 At any time and from time to time following the effectiveness of the shelf registration statement required by Section 2.1.1 or Section 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering (the amount of Registrable Securities pursuant to the foregoing clause (a) or (b), as applicable, the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Take Down Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this Section 2.1.3, subject to Section 3.3 and Article V, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company. Any Shelf Underwritten Offering effected pursuant to this Section 2.1.3 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2 hereof.

2.2 Demand Registration.

2.2.1 Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the Closing Date, the Demanding Holders may make a written demand for Registration of all or part of their Registrable Securities on (i) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (1) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor and (2) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten offering initiated by the New Holders, in each case under Section 2.1.3 or this Section 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1.

B-1-8

2.2.2 Effective Registration. Notwithstanding the provisions of Section 2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (b) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days after the removal, rescission or other termination of such stop order or injunction, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration by the same Demand Holder becomes effective or is subsequently terminated.

2.2.3 Underwritten Offering. Subject to the provisions of Section 2.2.4 and Sections 2.4 and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.3, subject to Section 3.3 and Article V, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.2.4 Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that, in its opinion, the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Company Shares or other equity securities that the Company desires to sell for its own account and the Company Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Company Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Company Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), Company Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to Section 2.3 and that can be sold without exceeding the Maximum Number of Securities.

B-1-9

2.2.5 Demand Registration Withdrawal. A Demanding Holder or a Requesting Holder shall have the right to withdraw all or a portion of its Registrable Securities included in a Demand Registration pursuant to Section 2.2.1 or a Shelf Underwritten Offering pursuant to Section 2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to so withdraw at any time prior to (a) in the case of a Demand Registration not involving an Underwritten Offering or a Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the case of any Demand Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity as Demanding Holders, being less than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or a Shelf Underwritten Offering prior to and including its withdrawal under this Section 2.2.5.

2.3 Piggyback Registration.

2.3.1 Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) filed pursuant to Section 2.1.1, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3.1, subject to Section 3.3 and Article V, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

B-1-10

2.3.2 Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that, in its opinion, the dollar amount or number of the Company Shares that the Company desires to sell, taken together with (a) the Company Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which registration has been requested pursuant Section 2.3 hereof, and (c) the Company Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

2.3.2.1 if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (a) first, the Company Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Company Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

2.3.2.2 if the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (a) first, the Company Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Company Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Company Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

B-1-11

2.3.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to (a) in the case of a Piggyback Registration not involving an Unwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to and including its withdrawal under this Section 2.3.3.

2.3.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a Shelf Underwritten Offering effected under subsection 2.1.3.

2.4 Restrictions on Registration Rights. If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Registered Holders prior to receipt of a Demand Registration pursuant to Section 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period (the “Aggregate Blocking Period”).

2.5 Block Trades. Notwithstanding any other provision of this Article II, but subject to Sections 2.4 and 3.4, if the Holders desire to effect a Block Trade, then notwithstanding any other time periods in this Article II, the Holders shall provide written notice to the Company at least three (3) business days prior to the date such Block Trade will commence. As expeditiously as possible, the Company shall use its reasonable best efforts to facilitate such Block Trade. The Holders shall use reasonable best efforts to work with the Company and the Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade and any related due diligence and comfort procedures. In the event of a Block Trade, and after consultation with the Company, the Demanding Holders and the Requesting Holders (if any) shall determine the Maximum Number of Securities, the underwriter or underwriters and share price of such offering. Notwithstanding any other provision of this Agreement, in the event of a Block Trade in connection with the sale of Registrable Securities by a pledgee upon foreclosure of the Registrable Securities that were pledged as collateral for a loan, the Company shall not include any other Holders’ Registrable Securities on the Registration Statement or Prospectus with respect to such Block Trade.

B-1-12

2.6 Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable Securities thereof and (ii) use reasonable best efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the Holders holding a majority of the Registrable Securities subject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. In the event of a share removal pursuant to this Section 2.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of the Holders pursuant to this Section 2.6 shall first be applied to holders other than the Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Holders. In the event of a share removal of the Holders pursuant to this Section 2.6, the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form F-1 or subsequent Registration Statement on Form F-3 filed pursuant to the terms of Section 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 2.4 hereof.

In the case of a Form F-1 Shelf filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form F-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Registerable Holders be named as an “underwriter” therein, the Company shall use its reasonable best efforts to file a Form F-3 Shelf as promptly as practicable to replace the applicable Form F-1 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Registerable Holders until all such Registrable Securities have ceased to be Registrable Securities.

B-1-13

Article III
COMPANY PROCEDURES

3.1 General Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement, use its reasonable best efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that may be necessary or advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

B-1-14

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed no later than the effective date of such Registration Statement;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 promptly furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request;

3.1.8 advise each Holder of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the Commission that the Company amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;

3.1.9 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;

3.1.10 at least five (5) business days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and not to file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;

B-1-15

3.1.11 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event or the existence of any condition as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case as set forth in Section 3.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended, shall comply with law;

3.1.12 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate in the preparation of any Registration Statement, each such Prospectus included therein or filed with the Commission, and each amendment or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business, finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that if requested by the Company, such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.13 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders and any Underwriter;

3.1.14 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders and any Underwriter;

B-1-16

3.1.15 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.16 otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.17 use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.18 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Registerable Holders.

3.3 Participation in Underwritten Offerings.

3.3.1 No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.3.2 The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method of distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claims against the Company as a result of such election). Any liability of such Holder to any Underwriter or other person under such underwriting agreement shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

B-1-17

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Covenants of the Company. As long as any Holder shall own Registrable Securities, the Company hereby covenants and agrees:

3.5.1 the Company will not file any Registration Statement or Prospectus included therein with the Commission which refers to any Holder of Registrable Securities by name or otherwise without the prior written approval of such Holder, which may not be unreasonably withheld;

3.5.2 at all times while it shall be a reporting company under the Exchange Act, to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the Closing Date pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Company Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements; and

3.5.3 promptly following the effectiveness of the shelf registration statement required by subsection 2.1.1 (and in any event within three (3) business days from such effectiveness), the Company shall cause the transfer agent to remove any restrictive legends (including any electronic transfer restrictions) from any Company Shares held by such Holder and provide or cause any customary opinions of counsel to be delivered to the transfer agent in connection with such removal.

B-1-18

Article IV

 RESTRICTIONS ON TRANSFER PROVISIONS

4.1 Lock-Up Restrictions. Following the Closing Date, except as permitted by a Permitted Transfer or with the written consent of the Company Board, (i) each SPAC Stockholder shall not Transfer any Restricted Securities beneficially owned or owned of record by such SPAC Stockholder until the earlier of (a) the date that is 12 months from the Closing Date, and (b) such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all the Company’s stockholders having the right to exchange their Company Shares for cash, securities or other property (the “Lock-up Period”); provided, that if after the Closing Date, the trading price of the Company Shares exceeds $12.50 for 20 trading days within any 30 day period, then each SPAC Stockholder may Transfer up to ten percent (10%) of such SPAC Stockholder’s Company Shares commencing on the later of 180 days after the Closing Date and the day following such 30 day period.

4.2 The provisions of Section 4.1 shall not apply to the following Transfers (which each shall be deemed a “Permitted Transfers”) of Restricted Securities:

4.2.1 Transfers of Restricted Securities as a bona fide gift or gifts, or to a charitable organization;

4.2.2 Transfers of Restricted Securities to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin;

4.2.3 if the SPAC Stockholder is an individual, Transfers of Restricted Securities by will or intestate succession upon the death of the undersigned;

4.2.4 the Transfer of Restricted Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;

4.2.5 if the SPAC Stockholder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (a) Transfers of Restricted Securities to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the undersigned, and (b) distributions of Restricted Securities to its partners, limited liability company members, equity holders or shareholders of the undersigned;

4.2.6 Transfers of Restricted Securities (a) to the Company or the Company’s officers, directors or their affiliates and (b) to the officers, directors or affiliates of such SPAC Stockholder;

4.2.7 bona fide pledges of Restricted Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any SPAC Stockholder, provided that the aggregate number of Restricted Securities that can be pledged by any SPAC Stockholder cannot exceed 25% of the total Restricted Securities beneficially owned by such SPAC Stockholder; provided, further, that any SPAC Stockholder who is subject to any pre-clearance and trading policies of the Company must also comply with any additional restrictions on the pledging of Restricted Securities imposed on such SPAC Stockholder by the Company’s policies;

B-1-19

4.2.8 transactions relating to Restricted Securities acquired by a SPAC Stockholder in open market transactions;

4.2.9 pursuant to a bona fide third-party tender offer, merger, share sale, recapitalization, consolidation or other transaction involving a Change in Control, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Restricted Securities shall remain subject to this Agreement; and

4.2.10 the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period;

provided, that in the case of any Transfer or distribution pursuant to this Section 4.2, each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the Company to be bound by the provisions of this Agreement in a separate agreement

4.3 Any Transfer in violation of the provisions of this Article IV shall be null and void ab initio and be of no force or effect.

4.4 Any person who acquires Restricted Securities pursuant to a Permitted Transfer in compliance with this Agreement shall subsequently be permitted to Transfer such Restricted Securities pursuant to a Permitted Transfer made in compliance with this Agreement.

Article V
INDEMNIFICATION AND CONTRIBUTION

5.1 Indemnification.

5.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, shareholders or members, employees, agents, investment advisors and each person who controls such Holder (within the meaning of the Securities Act and Exchange Act) from and against all losses, claims, damages, liabilities and expenses (including attorneys’ fees), joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”), to which any such Holder or other persons may become subject, insofar as such Claims arise out of or are based on any untrue or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Holder or other person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; except insofar as the Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such filing in reliance upon and in conformity with information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act and Exchange Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

B-1-20

5.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company may require that, as a condition to including any Registrable Securities in any Registration Statement, the Company shall have received an undertaking reasonably satisfactory to it from such Holder, to indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act and Exchange Act) from and against any Claims, to which any the Company or such other persons may become subject, insofar as such Claims arise out of or are based on any untrue statement of any material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act and Exchange Act) to the same extent as provided in the foregoing with respect to indemnification of the Company and the Company shall use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder of Registrable Securities to provide any indemnification other than that provided hereinabove in this Section 5.1.2, and, if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder of Registrable Securities to provide additional indemnification, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).

5.1.3 Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any Claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such Claim, permit such indemnifying party to assume the defense of such Claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) and which settlement includes a statement or admission of fault or culpability on the part of such indemnified party or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

B-1-21

5.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, partners, shareholders or members, employees, agents, investment advisors or controlling person of such indemnified party and shall survive the Transfer of Registrable Securities.

5.1.5 If the indemnification provided under Section 5.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Claims, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Claims (a) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Registrable Securities or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also to reflect the relative fault of the indemnifying party or parties on the other hand in connection with the statements or omissions that resulted in such Claims, as well as any other relevant equitable considerations; provided, however, that the liability of any Holder or any director, officer, employee, agent, investment advisor or controlling person thereof under this Section 5.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 5.1.1, 5.1.2 and 5.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Parties agree that it would not be just and equitable if contribution pursuant to this Section 5.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 5.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5.1.5 from any person who was not guilty of such fraudulent misrepresentation.

5.1.6 The indemnification required by this Section 5.1 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

Article VI
MISCELLANEOUS

6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company or any Holder to the addresses as set forth below. Any party hereto may change its address for notice at any time and from time to time by written notice to the other Parties, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

B-1-22

if to the Company:

c/o: D-Orbit S.p.A.

Viale Risorgimento, 57

22073 Fino Mornasco CO, Italy

Attention: Luca Rossettini; Catherine Doldirina

Email: luca.rossettini@d-orbit.space;

catherine.doldirina@dorbit.space

if to any Holder:

at such Holder’s address set forth across from such Holder on Exhibit A.

6.2 Assignment; No Third Party Beneficiaries.

6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.2.2 Prior to the expiration of the Lock-Up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except to a Permitted Transferee.

6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees.

6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2 hereof.

6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 6.1 hereof and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

B-1-23

6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

6.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

6.5 Arbitration. Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6.5) arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”) shall be governed by this Section 6.5. A party hereto must, in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) business days of the notice of such Dispute being received by such other parties subject to such Dispute (the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing rules and procedures (including any expedited procedures) of the ICC (the “ICC Procedures”). Any party involved in such Dispute may submit the Dispute to the ICC to commence the proceedings after the Resolution Period. To the extent that the ICC Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the ICC promptly (but in any event within five (5) business days) after the submission of the Dispute to the ICC and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) business days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New York. Time is of the essence. Each party subject to the Dispute shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party subject to the Dispute to do, or to refrain from doing, anything consistent with this Agreement and applicable law, including to perform its contractual obligation(s) and providing injunctive and other equitable relief; provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in Borough of Manhattan. The language of the arbitration shall be English.

B-1-24

6.6 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one or more Holders (solely in such Holder’s capacity as a holder of Company Shares) in a manner that is adverse and different from the other Holders (in such capacity) shall require the consent of the adversely affected Holders that own a majority in interest of the Registrable Securities beneficially owned by such adversely affected Holders. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party hereto shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.7 Other Registration Rights. Other than pursuant to the terms of the PIPE Agreements and the Converted Company Shareholders Registration Rights Agreement, the Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions among the parties thereto and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

6.8 Term. This Agreement shall terminate upon the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)). The provisions of Section 3.5 and Article V shall survive any termination

6.9 Letter Agreement. SPAC and each Insider, including the Sponsor, agree that as of the Closing Date the Letter Agreement shall be terminated solely with respect to Section 7 and of no further force or effect solely with respect to such provisions.

6.10 Existing Registration Rights Agreement. SPAC and the SPAC Stockholders, including the Sponsor, agree that as of the Closing Date the Existing Registration Rights Agreement shall be terminated and of no further force and effect.

6.11 Additional Holders; Joinder. In addition to Persons who may become Holders pursuant to Section 4.2, the Company may make any Person who acquires Company Shares or rights to acquire Common Stock after the date hereof a party to this Agreement (each such Person, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Company Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Company Shares”) shall be Registrable Securities and Restricted Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Company Shares.

[Signature Pages Follow]

B-1-25

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
D-ORBIT S.A.
By:
	Name:	Pierre Margue
	Title:	Director

[Signature Page to Registration Rights & Lock-Up Agreement]

B-1-26

SPONSOR:
Breeze Sponsor, LLC
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:	Manager

[Signature Page to Registration Rights & Lock-Up Agreement]

B-1-27

SPAC:
Breeze Holdings Acquisition Corp.
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:	Chief Executive Officer

[Signature Page to Registration Rights & Lock-Up Agreement]

B-1-28

HOLDERS:
Breeze Holdings Acquisition Corp.:
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:	Chief Executive Officer
Breeze Sponsor, LLC:
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:	Manager
I-Bankers Securities, Inc.:
By:
Name:
Title:
INSIDERS:
By:
Name:	J. Douglas Ramsey, Ph.D.
By:
Name:	Russell D. Griffin
By:
Name:	Charles C. Ross
By:
Name:	Lori A. Kanaman
By:
Name:	Aaron Ortega

[Signature Page to Registration Rights & Lock-Up Agreement]

B-1-29

By:
Name:	Alexander H. Gnutti
By:
Name:	Richard W. Cabell
By:
Name:	Anthony F. Vaccaro
By:
Name:	Andre L. Fremaux
HOLDERS OF FOUNDER SHARES:
Breeze Sponsor, LLC:
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:	Manager
Breeze Acquisition Management, LLC:
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:
I-Bankers Securities, Inc.:
By:
Name:
Title:
The Charles F. Bolden Group:
By:
Name:	A. Ché Bolden
Title:	President and CEO
By:
	Name: Billy Thomas Stark
By:
	Name: Robert Lee Thomas
By:
	Name: Albert McLelland
By:
	Name: Daniel Linn Hunt
By:
	Name: Anthony F. Vaccaro

[Signature Page to Registration Rights & Lock-Up Agreement]

B-1-30

Schedule A

Holders

Company Shareholders

Name Address

SPAC Holders

Registration Rights Holders

Name	Address
Breeze Sponsor, LLC	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Breeze Holdings Acquisition Corp.	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
I-Bankers Securities, Inc.	85 Broad Street New York, NY 10004

Insiders

Name	Address
J. Douglas Ramsey	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Russell D. Griffin	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Charles C. Ross	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Lori A. Kanaman	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Aaron Ortega	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Alexander H. Gnutti	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Richard W. Cabell	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Anthony F. Vaccaro	1100 Travis Court Southlake, TX 76092
Andre L. Fremaux	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039

B-1-31

Holders of Founder Shares

Name	Address
Breeze Sponsor, LLC*	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Breeze Acquisition Management, LLC**	955 W. John Carpenter Fwy., Suite 100-929 Irving, TX 75039
Billy Thomas Stark	5416 Secretariat St. Midland, TX 79705
Robert Lee Thomas	600 Blue Flumar Ct. Murphy, TX 75094
Albert McLelland	9114 La Strada Ct. Dallas, TX 75220
Daniel Linn Hunt	5956 Sherry Lane, Suite 1500 Dallas, TX 75225
I-Bankers Securities, Inc.***	85 Broad Street New York, NY 10004
Anthony F. Vaccaro***	1100 Travis Court Southlake, TX 76092
The Charles F. Bolden Group**	6606 Orland St. Falls Church, VA 22043

*Breeze Sponsor, LLC owns 2,475,000 Founder Shares as of the date of the signing of the Business Combination Agreement. A condition for the transfer of those Founder Shares is to be party to this Agreement.

**Will include Founder Shares that such disclosed party will receive from Breeze Sponsor, LLC prior to the Closing.

***Includes Founder Shares that such party received from Breeze Sponsor, LLC, but will not include SPAC Shares such party received in the IPO.

B-1-32

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [ ], 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among D-ORBIT S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (the “Company”), and the other Persons named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities and Restricted Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s Company Shares shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered this Joinder as of the [    ] day of [    ], 20[    ].

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of [   ], 20[   ]
D-Orbit S.A.
By:
	Name:
	Its:

B-1-33

Exhibit B-2

FORM OF

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of _________ __, 2022, between D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356 (the “Company”), and each of the several parties signatory hereto (each such party, an “Initial Holder” and, collectively, the “Initial Holders”).

This Agreement is made pursuant to (a) the Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 26, 2022, between the Company and the Holders that are listed as the “Purchasers” on Schedule A (each such Holder, a “Purchaser”) and (b) the Business Combination Agreement (the “BCA”), dated January 26, 2022, by and among the Company and D-Orbit S.p.A., an Italian Società per azioni (“D-Orbit”), Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), and Lift-Off Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company,

The Company and each Holder hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

“Callable Shares” mean the Ordinary Shares issued upon the exercise of the Callable Warrant.

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60^th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 90^th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60^th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 90^th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

B-2-1

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 40^th calendar day following the Closing Date and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder” or “Holders” means the Initial Holder or Initial Holders and any other that may from be holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Key Holder” means a Holder that has contributed $25,000,000 or more to the Company or D-Orbit in exchange for their Registrable Securities.

“Losses” shall have the meaning set forth in Section 5(a).

“Luxembourg Law” means the Luxembourg law of 10 August 1915 on commercial companies, as amended.

“PIPE Shareholder” means the Holders that are listed as the “PIPE Shareholders” on Schedule A.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

B-2-2

“Registrable Securities” means, as of any date of determination, (a) all the Ordinary Shares then issued and issuable upon conversion in full of the Debentures (assuming on such date the Debentures are converted in full without regard to any conversion limitations therein), (b) all Ordinary Shares issued and issuable as interest or principal on the Debentures assuming all permissible interest and principal payments are made in Ordinary Shares and the Debentures are held until maturity, (c) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (d) any additional Ordinary Shares issued and issuable in connection with any anti-dilution provisions in the Debentures or the Warrants (in each case, without giving effect to any limitations on conversion set forth in the Debentures or limitations on exercise set forth in the Warrants), (e) all PIPE Shares, (f) all Callable Shares, and (g) any securities issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by each Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

B-2-3

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

2. Shelf Registration.

(a) On or prior to each Filing Date, the Company shall use its commercially reasonable efforts to prepare and file with the Commission one or more Registration Statements covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent except for the Key Holder, which may be required to be identified as an “underwriter” in the Prospectus. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.

(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

B-2-4

(c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

b. Second, the Company shall reduce Registrable Securities represented by the Callable Shares;

c. Third, the Company shall reduce the PIPE Shares held by the PIPE Shareholders (applied, in the case that some PIPE Shares may be registered, to the PIPE Shareholders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders);

d. Fourth, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and

e. Fifth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders).

In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form as is available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d) If: (i) the Company breaches its obligations under Section 2(a) with respect to filing the Initial Registration Statement or under Section 3(a) with respect to the Company affording the Holders the opportunity to review and comment on the same, in each case in any material respect, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Key Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

B-2-5

(e) If Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the Commission.

(f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder (other than the Key Holder).

3. Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder upon written request copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto and provided, further that for any period where such Holders object and the Company and such Holders cooperate to resolve any such objection such period shall toll any set time periods hereunder as they relate to filing or effectiveness of any such Registration Statement and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C (a “Selling Shareholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4^th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

B-2-6

(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Ordinary Shares then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities in excess.

(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.

(e) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

B-2-7

(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(j) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

B-2-8

(k) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) The Company shall use its commercially reasonable efforts to maintain eligibility for use of Form F-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

(m) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of Ordinary Shares beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company and to the extent the Company does not have the requisite information with respect to a Holder the Company may determine to forego including such Registrable Securities of such Holder in a Registration Statement; provided the Company includes such Registrable Securities in a subsequent Registration Statement once such required information is provided.

4.    Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Ordinary Shares are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers, directors and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent expressly agreed and provided for in the Transaction Documents, any legal fees or other costs of the Holders.

B-2-9

5. Indemnification.

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors of the Company, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Ordinary Shares), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

B-2-10

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

B-2-11

(d) Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous.

(a) Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, and shall be entitled to specific performance of its rights under this Agreement. None of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

B-2-12

(b) No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the Ordinary Shares to be registered pursuant to the Registration Rights and Lock-Up Agreement (as defined in the BCA), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission with respect to all of the Registrable Securities, provided that after the Initial Registration Statement is filed the Company may file a Registration Statement for the Ordinary Shares to be registered pursuant to the Registration Rights and Lock-Up Agreement prior to such Initial Registration Statement being declared effective and provided, further that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements and provided that the Company may file a Registration Statement with respect to solely the Callable Shares with the approval of the Key Holders.

(c) Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

(d) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification nor waiver disproportionally and adversely impacts a Holder (or group of Holders), the consent of such disproportionally impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

(e) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

B-2-13

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(g) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(h) Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(i) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof other than Section 5-1401 of the General Obligations Law of the State of New York. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

B-2-14

(j) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l) Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(m) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

********************

(Signature Pages Follow)

B-2-15

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

D-Orbit S.A.
By:
	Name:	Pierre Margue
	Title:	Director

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

B-2-16

[SIGNATURE PAGE OF HOLDERS TO RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

B-2-17

Schedule A

Holders

Purchasers¹

Name

PIPE Shareholders²

Name

¹ Purchasers to consist of the Purchasers party to the Purchase Agreement as of Closing.

² PIPE Shareholder to consist of the Converted Company Shareholders (as defined in the BCA), the Existing PIPE Investors (as defined in the BCA) and any Additional PIPE Investors (as defined in the BCA).

B-2-18

Annex A

Plan of Distribution

Each Selling Shareholder (the “Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

B-2-19

In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

B-2-20

Annex B

SELLING SHAREHOLDERS

The ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrants, see “Private Placement of Ordinary Shares and Warrants” above. We are registering the ordinary shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares by each of the selling shareholders. The second column lists the number of ordinary shares beneficially owned by each selling shareholder, based on its ownership of the ordinary shares and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises.

The third column lists the ordinary shares being offered by this prospectus by the selling shareholders.

In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

Under the terms of the warrants and other warrants held by selling shareholders], a selling shareholder may not exercise [the] [any such] warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of ordinary shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

Name of Selling Shareholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be
Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering

B-2-21

Annex C

D-Orbit S.A.

Selling Shareholder Notice and Questionnaire

The undersigned beneficial owner of ordinary shares (the “Registrable Securities”) of D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 261356 (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

B-2-22

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Shareholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Shareholder:

Telephone:

Fax:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐      No ☐

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes ☐      No ☐

B-2-23

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes ☐     No ☐

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐     No ☐

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities of the Company Owned by the Selling Shareholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Shareholder:

B-2-24

5. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:  Beneficial Owner:

By:
	Name:
	Title:

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

B-2-25

Exhibit F

FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [___] 2022, by and among Breeze Holdings Acquisition Corp, a Delaware corporation (the “Company” or “Breeze”), D-ORBIT S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) ( “Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated November 23, 2020, and filed with the United States Securities and Exchange Commission on November 16, 2020 (the “Existing Warrant Agreement”);

WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued (a) 4,900,000 warrants (or up to 5,425,000 warrants if the Over-allotment Option (as defined in the Existing Warrant Agreement) in connection with the Offering (as in the Existing Warrant Agreement) is exercised in full) to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and I-Bankers Securities, Inc. (“I-Bankers”) (collectively, the “Private Warrants”) to purchase shares of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) simultaneously with the closing of the Company’s initial public offering (the “Public Offering”) (including the full exercise of the underwriters’ over-allotment option), at a purchase price of $1.00 per Private Warrant, with each Private Warrant being exercisable for one Ordinary Share and with an exercise price of $11.50 per share, and (b) 10,000,000 warrants (including up to 11,500,000 warrants subject to the Over-allotment Option) (as defined in the Existing Warrant Agreement) to public investors in the Public Offering (collectively, the “Public Warrants”) to purchase Ordinary Shares, with each Public Warrant being exercisable for one Ordinary Share and with an exercise price of $11.50 per share;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, on January 26, 2022 a Business Combination Agreement (the “Business Combination Agreement”) was entered into by and among the Company, Holdco, Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”), the Sponsor, Seraphim Space (Manager) LLP, and D-Orbit S.p.A., an Italian Societè per azioni (“Target”);

WHEREAS, Holdco, the Target and the Target’s shareholders (the “Target Shareholders”) have entered into the Contribution and Exchange Agreements (collectively, the “Exchange Agreements”), pursuant to which the Target Shareholders will contribute their respective shares in the Target to Holdco in exchange for ordinary shares of Holdco (“Holdco Ordinary Shares”) to be subscribed for by such Target Shareholders and the Target, upon the consummation of the Exchanges (as defined in the Business Combination Agreement) pursuant to the terms and conditions of the Exchange Agreements (as defined in the Business Combination Agreement), will become a subsidiary of Holdco;

WHEREAS, pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of such Merger, all Ordinary Shares outstanding immediately prior to the Merger Effective Time (as defined in the Business Combination Agreement) shall be exchanged with Holdco for the right to receive Holdco Ordinary Shares pursuant to a share capital increase of Holdco, as set forth in the Business Combination Agreement;

F-1

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, each of the issued and outstanding Warrants will no longer be exercisable for shares of Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for Holdco Ordinary Shares;

WHEREAS, the board of directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in Section 3.2 of the Existing Warrant Agreement);

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Holdco and Holdco wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

1. Assignment and Assumption; Consent.

1.1. Assignment and Assumption. The Company hereby assigns to Holdco all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Merger Effective Time (as defined in the Business Combination Agreement). Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Merger Effective Time.

1.2. Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Holdco pursuant to Section 1.1 hereof effective as of the Merger Effective Time, the assumption of the Existing Warrant Agreement by Holdco from the Company pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.

F-2

2. Amendment of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

2.1. Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Breeze Holdings Acquisition Corp., a Delaware corporation” and replacing it with “D-ORBIT S.A.”, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B B 261356 , governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 9, rue de Bitbourg, L-1273 Luxembourg. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Holdco rather than the Company.

2.2. Recitals. The recitals on pages one and two of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:

“WHEREAS, on November 23, 2020, Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”) entered into that certain Private Placement Warrants Purchase Agreement with Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and with I-Bankers Securities, Inc. (“I-Bankers”), pursuant to which the Sponsor and I-Bankers agreed to purchase an aggregate of 4,900,000 warrants (or up to 5,425,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (as defined below); and

WHEREAS, Breeze consummated an initial public offering (the “Offering”) of units of Breeze’s equity securities, each such unit comprised of one share of Common Stock (as defined below), one right, each to receive one-twentieth (1/20) of one share of Common Stock (as defined below) upon the consummation of an initial Business Combination (as defined below), and one redeemable warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (including up to 11,500,000 warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable; and

WHEREAS, Breeze has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-249677 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, and the Public Warrants and the Common Stock included in the Units; and

WHEREAS, Breeze, the Company, Lift-Off Merger Sub, Inc. , a Delaware corporation (“Merger Sub”), Breeze Sponsor, LLC, a Delaware limited liability company, Seraphim Space (Manager) LLP, a a UK limited liability partnership , and D-Orbit S.p.A, an Italian Società per azioni (the “Target”), are parties to that certain Business Combination Agreement, dated as of January 26, 2022 (the “Business Combination Agreement”), which, among other things, provides for the merger of Merger Sub with and into Breeze surviving such merger as a wholly owned subsidiary of the Company (the “Merger”), and, as a result of the Merger, all shares of Common Stock shall be exchanged and contributed in kind to the Company against ordinary shares of the Company (“Company Ordinary Shares”); and

WHEREAS, on [***], pursuant to the terms of the Business Combination Agreement, the Company, Breeze and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which Breeze assigned its rights and obligations under this Agreement to the Company and the Company assumed Breeze’s right and obligations under this Agreement from Breeze; and

F-3

WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and Section 4.5 of this Agreement, effective as of the Merger Effective Time (as defined in the Business Combination Agreement), each of the issued and outstanding Breeze Warrants were no longer exercisable for shares of Common Stock but instead became exercisable (subject to the terms and conditions of this Agreement) for Company Ordinary Shares (each a “Warrant” and collectively, the “Warrants”); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

2.3. Reference to Company Ordinary Shares. (i) All references to “Common Stock” in the Existing Warrant Agreement (including all Exhibits thereto) shall mean “Company Ordinary Shares” with a par value of USD 0.01 per share and (ii) all references to “stockholders” shall mean “shareholders” (iii) “amended and restated certificate of incorporation” shall mean “articles of association”, (iv) all references to “Units shall be deemed deleted, and (v) “par value” shall mean “nominal value.

2.4. Form of Warrants. The first sentence of Section 2.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors.”

2.5. Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED]”.

Except that the defined term “Business Day” set forth therein shall be retained for all purposes of the Existing Warrant Agreement.

2.6. Section 2.5 of the Existing Warrant Agreement is hereby deleted in its entirety. All references to “Units” in the Existing Warrant Agreement (including all Exhibits thereto) shall be deleted.

F-4

2.7. Post-IPO Warrants and Working Capital Warrants.

2.7.1 Section 2.7 of the Existing Warrant Agreement is hereby deleted in its entirety. All references to “Working Capital Warrants” in the Existing Warrant Agreement (including all Exhibits thereto) shall be deleted.

2.7.2 Section 2.8 of the Existing Warrant Agreement is hereby deleted in its entirety. All references to “Post-IPO Warrants” in the Existing Warrant Agreement (including all Exhibits thereto) shall be deleted.

2.8. Warrant Price. The last sentence of Section 3.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants, provided further that any such reduction shall be applied consistently to all of the Warrants. It being understand that any adjustment of the Warrant Price shall never lead to Warrant Price being lesser than the nominal value of the underlying Company Ordinary Shares.”.

2.9. Duration of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement (a “Business Combination”), and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Business Combination is completed, (y) the Redemption Date as provided in Section 6.3 hereof, or (z) the liquidation of the Company (the “Expiration Date”), and subject to the holding of a Board meeting resolving on the issuance of Company Ordinary Shares as soon as practicable following the exercise of a Warrant;”

2.10. Valid Issuance. Section 3.3.3 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“All Company Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Articles of Association of the Company, following the necessary updates to the shareholder register of the Company, shall be validly issued and fully paid.”

2.11. Adjustments in Exercise Price. Section 4.4.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Whenever the number of Company Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price, which shall correspond to at least the nominal value of the Company Ordinary Shares underlying the Warrant, shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Company Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Company Ordinary Shares so purchasable immediately thereafter; provided, however, that neither the Warrant Price nor the exercise price of a Warrant shall be less than the nominal value of the underlying Company Ordinary Shares.”

F-5

2.12. Reservation of Company Ordinary Shares. Section 7.3 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“The Company shall at all times reserve and keep available an authorized share capital that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.”

2.13. Notices.

2.13.1 Section 9.2 of the Existing Warrant Agreement is hereby amended in part to change the delivery of notices to the Company to the following:

D-ORBIT S.A.

9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg

Attention : [***]

Email : [***]

[***]

2.14. Currency. A new Section 9.11 is hereby inserted as follows:

“Currency. Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean U.S. dollars (USD) and all payments hereunder shall be made in U.S. dollars (USD).”

2.15. Warrant Certificate. Exhibit A to the Existing Warrant Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with a new Exhibit A attached thereto.

3. Miscellaneous Provisions.

3.1. Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Exchange (as defined in the Business Combination Agreement) and the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

F-6

3.2. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.3. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

3.4. Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

3.6. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures to this Agreement transmitted by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

3.7. Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.8. Reference to and Effect on Agreements; Entire Agreement.

3.8.1. Any references to “this Agreement” in the Existing Warrant Agreement will mean the Existing Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Existing Warrant Agreement shall remain in full force and effect

3.8.2. This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Remainder of page intentionally left blank]

F-7

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.

BREEZE HOLDINGS ACQUISITION CORP.

By:

Name:

Title:

D-ORBIT S.A.

By:

Name:

Title:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

By:

Name:

Title:

F-8

EX-4.4

Exhibit 4.4

AMENDED AND RESTATED RIGHTS AGREEMENT

This Amended and Restated Rights Agreement (this “Agreement”) is made as of January 26, 2022 between Breeze Holdings Acquisition Corp., a Delaware corporation, with offices at 955 W. John Carpenter Fwy., Suite 100-929, Irving, Texas 75039 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30^th Floor, New York, New York 10004 (the “Rights Agent”).

WHEREAS, the Company engaged in a public offering (“Public Offering”) of units, each unit (“Unit”) comprised of one share of Company common stock, par value $0.0001 par value per share (“Common Stock”), one warrant to purchase one share of Common Stock (“Warrant”) and one right to receive one-twentieth of one share of Common Stock upon the happening of the triggering event described herein (“Right”), and, in connection therewith, will issue and deliver up to 11,500,000 Rights to the public investors; and

WHEREAS, the Company filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-249677 (“Registration Statement”), and related Prospectus (“Prospectus”) for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Common Stock issuable to the holders of the Rights; and

WHEREAS, the Company entered into the Rights Agreement with the Rights Agent on November 23, 2020 (the “Original Rights Agreement”) pursuant to which the Rights Agent agreed to act on behalf of the Company in connection with the issuance, registration, transfer and exchange of the Rights; and

WHEREAS, the Company provided for the form and provisions of the Rights, the terms upon which they were issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights in the Original Rights Agreement; and

WHEREAS, all acts and things were done and performed which were necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, to authorize the execution and delivery of the Original Rights Agreement; and

WHEREAS, on January 26, 2022 the Company entered into a Business Combination Agreement (“BCA”) by and among the Company, D-Orbit S.p.A, an Italian Società per azioni (the “D-Orbit”), D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (“Holdco”), Lift-Off Merger Sub, Inc. , a Delaware corporation (“Merger Sub”) and Seraphim Space (Manager) LLP, a UK limited liability partnership (“Seraphim”); and upon the terms and subject to the conditions of the BCA and those certain Contribution and Exchange Agreements by and among Holdco, D-Orbit, and each of the existing D-Orbit shareholders, and Holdco, D-Orbit, and each of the converted D-Orbit shareholders (collectively, the “Exchange Agreement”), on the Closing Date: (a) pursuant to the Exchange Agreement to be entered into by each of the D-Orbit Shareholders and Holdco, each such D-Orbit Shareholder, will contribute such D-Orbit shareholder’s respective D-Orbit shares to Holdco in exchange for Holdco shares with such exchange to be effective immediately prior to the Merger Effective Time (such contributions and exchanges of D-Orbit Shares, collectively, the “Exchange” and such effective time of the Exchange, the “Exchange Effective Time”), (b) as a result of the Exchange, the D-Orbit will become a subsidiary of Holdco; and (c) immediately following the Exchange Effective Time, Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Merger”) effective at the Merger Effective Time and, in the context of such Merger, all shares of the Company Common Stock (other than Excluded Shares as defined in the BCA) outstanding immediately prior to the Merger Effective Time shall be converted into Holdco Shares, as set forth in the BCA. The above-described business combination is hereafter referred to as the D-Orbit Business Combination”; and

WHEREAS, in order to fulfill the policies and purposes of the Original Rights Agreement in the particular circumstances presented by the BCA and the related transaction documents and eliminate any ambiguity relating to the interplay of the provisions of the Original Rights Agreement with the BCA and the related transaction documents and to assure that the registered holders of Rights receive Company shares prior to the Merger Effective Time so as to enable them to receive Holdco shares in the D-Orbit Business Combination, the Company wishes to amend the Original Rights Agreement; and

WHEREAS, Section 7.8 of the Original Rights Agreement provides that it may be amended by the parties thereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders; and

WHEREAS, the Company desires to amend the Original Rights Agreement so as to cure any ambiguity therein and to clarify that the Rights issued pursuant to the Original Rights Agreement shall convert into shares of the Company immediately prior to the Exchange Effective Time, and the registered holders will receive Holdco shares in the Merger; and

WHEREAS, the Company represents to the Rights Agent that the amendments to the Original Rights Agreement implemented by this Agreement are in the best interest of the registered holders of the Rights and do not adversely affect the interest of the registered holders

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree that the foregoing recital are made part of the agreement between the parties and further agree as follows:

1. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Rights.

2.1. Form of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2. Effect of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Common Stock.

2.3. Registration.

2.3.1. Right Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.

2.3.2. Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

2

2.4. Detachability of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the earlier to occur of: (i) the 52^nd day following the date of the Prospectus or (ii) the announcement by the Representative, as representative of the underwriters in the Public Offering, of its intention to allow separate earlier trading (the “Detachment Date”), except that in no event will the securities comprising the Units be separately tradeable until the Company files a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised by the date thereof and the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin. Upon the Detachment Date, the Units will no longer trade, and each holder of Units will become, without any action by such holder, the holder of that number of shares of Common Stock, Warrants and Rights comprising the Units held by such holder.

3. Terms and Exchange of Rights

3.1. Rights. Each Right shall entitle the holder thereof to receive one-twentieth of one share of Common Stock upon the happening of an Exchange Event (defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Common Stock upon an Exchange Event as the purchase price for such Common Stock has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional Common Stock.

3.2. Exchange Event. An “Exchange Event” shall refer to Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation) and shall occur upon notice by the Company to the Rights Agent that all conditions to the Initial Business Combination have been satisfied and shall occur prior to the Exchange Effective Time

3.3. Exchange of Rights.

3.3.1. Issuance of Common Stock. Upon the occurrence of an Exchange Event, the Company shall issue to each registered holder of the Rights the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

3.3.2. Valid Issuance. All Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

3.3.3. Date of Issuance. Each person in whose name any such certificate or book-entry position for Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate or entry of position.

3.3.4 Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the Common Stock will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1 above. Solely for purposes of the Luxembourg Law of 10 August 1915 on commercial companies, as amended and in case such publicly held reporting entity exists under the laws of the Grand-Duchy of Luxembourg, the holders of Rights shall be treated as contributors of such Rights to such entity in the context of a share capital increase of such publicly held reporting entity paid by way of a contribution-in-kind of such Rights.

3

3.5 Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be worthless.

4. Transfer and Exchange of Rights.

4.1. Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.

4.2. Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating no restrictive legend is required.

4.3. Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for a fraction of a Right.

4.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.

4.5. Adjustments to Conversion Ratios. The number of shares of Common Stock that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Common Stock occurring on or after the date hereof and prior to the Exchange Event.

4.6. Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.

5. Other Provisions Relating to Rights of Holders of Rights.

5.1. No Rights as Shareholder. Until the exchange of a Right for Common Stock as provided for herein, a Right does not entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

5.2. Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.

5.3. Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.

4

6. Concerning the Rights Agent and Other Matters.

6.1. Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery of Common Stock upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Rights or such Common Stock.

6.2. Resignation, Consolidation, or Merger of Rights Agent.

6.2.1. Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations. 

6.2.2.   Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

6.2.3.   Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further act.

6.3. Fees and Expenses of Rights Agent.

6.3.1.   Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.

6.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.

6.4. Liability of Rights Agent.

6.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

5

6.4.2. Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.

6.4.3. Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Right or as to whether any Common Stock will when issued be valid and fully paid and nonassessable. 

6.5. Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.

6.6 Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

7. Miscellaneous Provisions.

7.1. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.

7.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Rights Agent), as follows:

Breeze Holdings Acquisition Corp.

955 W. John Carpenter Fwy., Suite 100-929

Irving, TX 75039

Attn: Chief Executive Officer

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30^th Floor

New York, New York 10004

Attn: Compliance Department

with a copy to:

Schiff Hardin LLP

901 K Street NW

Suite 700

Washington, D.C. 20001

Attn: Ralph V. De Martino, Esq.

and

I-Bankers Securities Inc

535 5th Ave.

New York, NY 10017

Attn: Shelley Leonard, President

6

7.3. Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights holder in any such enforcement action by service upon such Rights holder’s counsel in the foreign action as agent for such Rights holder.

7.4. Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for the purposes of Sections 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.

7.5. Examination of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.

7.6. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

7.7. Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

7.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.

7.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

7

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

BREEZE HOLDINGS ACQUISTION CORP.
By:	/s/ J. Douglas Ramsey
	Name: J. Douglas Ramsey
	Title: Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Steven Vacante
	Name: Steven Vacante
	Title: Vice President

[Signature Page to Rights Agreement]

EX-10.1

Exhibit 10.1

SPAC STOCKHOLDER SUPPORT AGREEMENT

This SPAC TRANSACTION SUPPORT AGREEMENT, dated as of January 26, 2022 (this “Agreement”), is by and among (a) D-Orbit S.p.A, an Italian Società per azioni (the “Company”), (b) D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg under number B 261356 (“Holdco”), (c) Breeze Sponsor LLC, a Delaware limited liability company (“Sponsor”), (d) Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), and (e) the undersigned investors in SPAC (the “Investors”, and together with Sponsor, the “SPAC Holders”).

WHEREAS, SPAC, Holdco, the Company, Seraphim Space LP (“Seraphim”), and Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and direct wholly-owned subsidiary of Holdco, propose to enter into, concurrently herewith, that certain Business Combination Agreement (as amended and/or restated from time to time, the “BCA”), which provides for, among other things, a business combination among SPAC, Holdco, the Company and Merger Sub (capitalized terms used but not defined herein shall have the respective meanings given to them in the BCA);

WHEREAS, as of the date hereof, the SPAC Holders are currently, and as of immediately prior to the Closing will be, the record owners of the issued and outstanding common stock of SPAC, par value $0.0001 per share (the “SPAC Common Stock”) and the issued and outstanding warrants to purchase shares of SPAC Common Stock (the “SPAC Warrants”), with each such SPAC Holder’s ownership as of the date hereof set forth on SCHEDULE A hereto; and

WHEREAS, in order to induce SPAC, Holdco, the Company, Seraphim and Merger Sub to enter into the BCA and the Exchange Agreement and consummate the Transactions, each of the SPAC Holders, Holdco, SPAC and the Company desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the BCA, the receipt and sufficiency of which is hereby acknowledged, each SPAC Holder hereby agrees, severally and not jointly, with SPAC, Holdco and the Company as follows:

1. Voting Obligations. Commencing on the effectiveness of the BCA and until the earlier of (i) the Closing or (ii) termination of the BCA in accordance with Article X thereof (such period, the “Interim Period”), such SPAC Holder, in its capacity as a holder of SPAC Common Stock, agrees that, at the SPAC Stockholders’ Meeting, at any other meeting of the SPAC Stockholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of the SPAC Stockholders and in connection with any similar vote or consent of the holders of SPAC Warrants in their capacities as such, such SPAC Holder shall, and shall cause any other holder of record of any of such SPAC Holder’s SPAC Common Stock to:

(a) when such meeting is held, appear at such meeting or otherwise cause the SPAC Holder’s SPAC Common Stock to be counted as present thereat for the purpose of establishing a quorum;

(b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s SPAC Common Stock owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each SPAC Proposal and any other matters reasonably necessary for consummation of the Transactions; and

(c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s SPAC Common Stock against any Competing SPAC Transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of SPAC, under the BCA.

(d) The obligations of the SPAC Holders in this Section 1 shall apply whether or not the SPAC Board or other governing body or any committee, subcommittee or subgroup thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the SPAC Board’s recommendation to its stockholders.

2. Waiver of Certain Rights. On behalf of itself and its affiliates:

(a) each SPAC Holder hereby irrevocably and unconditionally agrees not to (i) demand that SPAC redeem its SPAC Common Stock in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its SPAC Common Stock for redemption; and

(b) each SPAC Holder hereby irrevocably and unconditionally (i) waives any rights for working capital loans made by or on its behalf to SPAC or any of its affiliates to be converted into warrants exercisable for securities of SPAC, Holdco or any of their affiliates or their successors and assigns and (ii) agrees that no such loans shall be converted into such warrants or any such other securities.

2

(c) each SPAC Holder agrees not to commence, join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, SPAC, or Sponsor or any of their respective affiliates and each of their officers, directors or managers relating to the negotiation, execution or delivery of this Agreement or the BCA or the consummation of the transactions contemplated hereby or thereby, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the BCA (including any claim seeking to enjoin or delay the Closing) or (b) alleging a breach of any fiduciary duty of the SPAC Board in connection with the negotiation and entry into this Agreement, the BCA or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing.

3. Reasonable Best Efforts. During the Interim Period, each SPAC Holder (i) shall, and shall cause its affiliates to, use reasonable best efforts to take, or cause to be taken, all actions to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Transactions on the terms and subject to the conditions set forth in the BCA and (ii) shall not, and shall cause its affiliates not to, take any action that would reasonably be expected to prevent or materially delay the satisfaction of any of the conditions to the Transactions set forth in Article IX of the BCA.

4. Transfer Restrictions.

(a) Interim Period. During the Interim Period, each SPAC Holder shall not, and shall cause any other holder of record of any of such SPAC Holder’s SPAC Common Stock not to, Transfer any SPAC Common Stock that it Beneficially Owns or owns of record without the prior written consent of Holdco. Notwithstanding anything to the contrary, the foregoing sentence shall not apply to the following (each, a “Permitted Transfer”):

(i) transactions relating to SPAC Common Stock acquired in open market transactions;

(ii) Transfers of SPAC Common Stock or any security convertible into or exercisable or exchangeable for SPAC Common Stock as a bona fide gift or gifts, or to a charitable organization;

(iii) Transfers of SPAC Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of any Investor or any other person with whom such Investor has a relationship by blood, marriage or adoption not more remote than first cousin;

(iv) If the undersigned is an individual, Transfers by will or intestate succession upon the death of any Investor;

(v) Transfers of SPAC Common Stock pursuant to a qualified domestic order or in connection with a divorce settlement;

3

(vi) in the case of the Sponsor, (A) Transfers to a corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the Sponsor and (B) distributions of SPAC Common Stock to partners, limited liability company members or equityholders of the Sponsor;

(vii) Transfers to SPAC or the officers, directors or affiliates of SPAC or a SPAC Holder;

(viii) in the event of SPAC’s liquidation prior to the completion of the Transactions;

(ix) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;

(x) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of SPAC Common Stock or any securities convertible into or exercisable or exchangeable for SPAC Common Stock during the Interim Period; and

(xi) The transfer by SPAC Sponsor following the record date of the SPAC Stockholders’ Meeting to the transferees identified to the Company in writing; provided, each such transferee agrees as part of such transfer to be party to the Company & SPAC Shareholders Registration Rights Agreement to be entered into at the Closing.

provided, that in the case of any Transfer or distribution pursuant to Section 4(a)(ii) through Section 4(a)(ix), each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the applicable SPAC Holder and the Company, to be bound by the provisions of this Agreement.

(b) Any Transfer in violation of the provisions of this Section 4 shall be null and void ab initio and be of no force or effect.

(c) Any person who acquires SPAC Common Stock pursuant to a Permitted Transfer in compliance with this Agreement shall subsequently be permitted to Transfer such SPAC Common Stock or Holdco Ordinary Shares pursuant to a Permitted Transfer made in compliance with this Agreement.

5. Waiver of Appraisal Rights. Each SPAC Holder hereby irrevocably and unconditionally waives, and agrees not to exercise or assert, on its own behalf or on behalf of any other holder of SPAC Common Stock, any rights of appraisal, any dissenters’ rights or any similar rights relating to the Merger that such SPAC Holder may have by virtue of, or with respect to, any SPAC Common Stock by such SPAC Holder.

4

6. Definitions. As used herein, the following terms shall have the respective meanings set forth below:

(a) “Beneficially Own” has the meaning given to such term under Rule 13d-3 of the Exchange Act.

(b) “Transfer” means to, directly or indirectly, by operation of law or otherwise, sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person.

(c) “Warrant Agreement” means the Warrant Agreement, dated as of November 23, 2020, between SPAC and Continental Stock Transfer & Trust Company, as may be amended from time to time.

7. Entire Agreement; Assignment. This Agreement and the other agreements referenced herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any party without the prior express written consent of the other parties hereto.

8. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9. Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

10. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 be consummated as originally contemplated to the fullest extent possible.

11. Governing Law; Venue; Waiver of Jury Trial. Sections 11.6 and 11.7 of the BCA are incorporated herein by reference, mutatis mutandis.

5

12. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to (a) if to SPAC or Sponsor, the address for SPAC in accordance with the terms of Section 11.1 of the BCA, (b) if to the Company or Holdco, the address for the Company or Holdco in accordance with the terms of Section 11.1 of the BCA and (c) if to the Investors, the address set forth in such Investor’s signature block hereto.

13. Termination. This Agreement shall automatically terminate on the earliest of: (a) the valid termination of the BCA (in which case this Agreement shall be of no force and effect) and (b) the Effective Time.

14. Amendment. This Agreement cannot be amended, except by a writing signed by each party. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

15. Representations and Warranties. Each SPAC Holder hereby represents and warrants (severally and not jointly as to itself only) to SPAC, Holdco and the Company as follows: (a) if such person is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such person’s corporate, limited liability company or other organizational powers and have been duly authorized by all necessary corporate, limited liability company or other organizational actions on the part of such person; (b) if such person is an individual, such person has full legal capacity, right and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly executed and delivered by such person and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such person, enforceable against such person in accordance with the terms hereof (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); and (d) the execution and delivery of this Agreement by such person do not, and the performance by such person of its obligations hereunder will not require any consent or approval that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such person of its obligations under this Agreement.

16. Additional Shares. Each SPAC Holder agrees that any shares of SPAC Common Stock and any other shares of capital stock or other equity of the Company that SPAC Holder purchases or otherwise acquires or with respect to which such SPAC Holder otherwise acquires voting power after the execution of this Agreement and prior to the termination of this Agreement shall be subject to all of the terms and conditions of this Agreement except for the transfer restrictions set forth in Section 4, to the same extent as if they constituted SPAC Common Stock as of the date of this Agreement.

6

17. Directors and Officers. This Agreement shall apply to SPAC Holder solely in SPAC Holder’s capacity as a stockholder or warrantholder of the SPAC and not in SPAC Holder’s capacity as a director, officer or employee of SPAC or any of its Subsidiaries or in SPAC Holder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding any provision of this Agreement to the contrary.

18. Equitable Adjustments. If, and as often as, there are any changes in SPAC, Holdco, the SPAC Common Stock or the SPAC Warrants by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to SPAC, Holdco, the SPAC Common Stock or the SPAC Warrants, each as so changed.

19. Stop Transfer Order; Legend. Each SPAC Holder hereby authorizes SPAC and Holdco to maintain a copy of this Agreement at either the executive office or the registered office of SPAC. In furtherance of this Agreement, each SPAC Holder hereby authorizes and will instruct SPAC and Holdco, promptly after the date hereof, to enter, or cause its transfer agent to enter, a stop transfer order with respect to such SPAC Holder’s SPAC Common Stock that are subject to the transfer restrictions set forth in Section 4 of this Agreement, and to include the following legend on any certificates or other instruments representing (or any notice given pursuant to Section 151(f) of the General Corporation Law of the State of Delaware in respect of) such SPAC Holder’s SPAC Common Stock: “THE SHARES OF STOCK OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS PURSUANT TO THAT CERTAIN SPAC STOCKHOLDER SUPPORT AGREEMENT, DATED AS OF JANUARY 26, 2022, BY AND AMONG D-Orbit S.p.A, an Italian Società per azioni, D-ORBIT S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, Breeze Sponsor LLC, A DELAWARE LIMITED LIABILITY COMPANY, Breeze Holdings Acquisition Corp., A DELAWARE CORPORATION AND CERTAIN OTHER PERSONS PARTY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. ANY TRANSFER OF SUCH SHARES OF STOCK OR OTHER SECURITIES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH SPAC TRANSACTION SUPPORT AGREEMENT SHALL BE NULL AND VOID AB INITIO AND HAVE NO FORCE OR EFFECT WHATSOEVER.”

20. Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Transactions) in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief and (c) any defense relating to the absence of irreparable harm.

7

21. Interpretation. Section 1.3 of the BCA is incorporated herein by reference, mutatis mutandis. Wherever this Agreement uses “it”, “its” or derivations thereof to refer to a natural person, such references shall be deemed references to “her”, “him” or “his”, as applicable.

22. Updates to Schedule A; Admission of New SPAC Holders. During the Interim Period, each SPAC Holder shall promptly notify SPAC of any increase, decrease or other change in the number of SPAC Common Stock or SPAC Warrants held by or on behalf of such SPAC Holder (for the avoidance of doubt, each SPAC Holder acknowledges and agrees that Section 4(a) prohibits all Transfers of its SPAC Common Stock, other than Permitted Transfers, during the Interim Period). From and after the Closing, each SPAC Holder shall promptly notify Holdco of any increase, decrease or other change in the number of SPAC Common Stock held by or on behalf of such SPAC Holder, including as a result of a Transfer in compliance with this Agreement. Promptly following each such notification, SPAC or Holdco (as applicable) shall update SCHEDULE A to reflect the applicable changes as they relate to SPAC Common Stock or SPAC Warrants (in the case of an Interim Period change) or SPAC Common Stock (in the case of a post-Closing change) and provide a copy of such updated SCHEDULE A to each of the parties hereto, and such updated SCHEDULE A shall control for all purposes of this Agreement (unless and until it is later updated in accordance with this Section 23). Any update to SCHEDULE A in accordance with this Agreement shall not be deemed an amendment to this Agreement for purposes of Section 8.

23. Termination of Existing Registration Rights Agreement. Prior to Closing, in connection with entry into the Company & SPAC Shareholders Registration Rights Agreement between certain Company and SPAC stockholders, SPAC shall cause to be terminated all existing registration rights agreements entered into between SPAC and any other party, including the Sponsor but not including any PIPE Investors. No parties to any such terminated registration rights agreements shall have any further rights or obligations thereunder. The SPAC Holders acknowledge and agree that the Warrant Agreement will be amended pursuant to the form of the SPAC Warrant Amendment that is an exhibit to the BCA and that the Holdco Warrants and the Holdco Shares underlying such Holdco Warrants that the SPAC Holders will receive in connection with the Closing are to be registered pursuant to and in accordance with the BCA and hereby waive the obligation of SPAC to file a registration statement of the shares of such SPAC Stockholder as set forth in Section 7.4.1. of the Warrant Agreement.

24. Further Assurances. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing by another party hereto.

[Signature pages follow]

8

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

Breeze Sponsor, LLC
By	/s/ J. Douglas Ramsey
Name:	J. Douglas Ramsey, Ph.D.
Title:	Manager

Breeze Holdings Acquisition Corp.
By	/s/ J. Douglas Ramsey
Name:	J. Douglas Ramsey, Ph.D.
Title:	Chairman, Chief Executive Officer and Chief Financial Officer

D-Orbit S.p.A
By	/s/ Luca Rossettini
Name:	Luca Rossettini, Ph.D.
Title:	Chief Executive Officer

D-ORBIT S.A.
By	/s/ Pierre Margue
Name:	Pierre Margue
Title:	Director

[Signature Page to SPAC Transaction Support Agreement] 

INVESTORS
BREEZE SPONSOR, LLC
By:	/s/ J. Douglas Ramsey
Name:	J. Douglas Ramsey, Ph.D.
	Title: Manager
I-BANKERS SECURITIES, INC.
By	/s/ Matthew J. McCloskey
Name:	Matthew J. McCloskey
Title:	Head of Equity Capital Markets
THE CHARLES F. BOLDEN GROUP
By	/s/ A. Ché Bolden
Name:	A. Ché Bolden
Title:	President and CEO
NORTHLAND CAPITAL MARKETS
By	/s/ Carl Goltermann
Name:	Carl Goltermann
Title:	Director, Investment Banking
/s/ Anthony F. Vaccaro
Name:	Anthony F. Vaccaro
Address:	1100 Travis Court Southlake,
	TX 76092
/s/ Daniel Linn Hunt
Name:	Daniel Linn Hunt
Address:	5956 Sherry Lane
	Suite 1500
	Dallas, TX 75225
/s/ Albert Scott McLelland
Name:	Albert Scott McLelland
Address:	9114 La Strada Ct.
	Dallas, TX 75220
/s/ Billy Thomas Stark
Name:	Billy Thomas Stark
Address:	5416 Secretariat St.
	Midland, TX 79705
/s/ Robert Lee Thomas
Name:	Robert Lee Thomas
Address:	600 Blue Flumar Ct.
	Murphy, TX 75094

[Signature Page to SPAC Transaction Support Agreement]

SCHEDULE A

SPAC Holder	SPAC Common Stock			Private Placement Warrants
Breeze Sponsor, LLC		2,475,000			4,325,000
I-Bankers Securities, Inc.		212,500			1,050,000
The Charles F. Bolden Group		0	*		50,000
Northland Capital Markets		37,500			0
Anthony F. Vaccaro		15,000			0
Daniel Linn Hunt		25,000			0
Albert Scott McLelland		25,000			0
Billy Thomas Stark		25,000			0
Robert Lee Thomas		25,000			0

* 300,000 SPAC Common Stock to be transferred from Breeze Sponsor, LLC to The Charles F. Bolden Group prior to the Closing.

EX-10.3

Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

by and among

BREEZE HOLDINGS ACQUISITION CORP.,

D-ORBIT S.A.,

D-ORBIT S.P.A.,

and

THE PURCHASERS

Dated as of January 26, 2022

Table of Contents

		Page
Article I DEFINITIONS		1
1.1	Definitions	1
1.2	Further Definitions	17
1.3	Construction	19
Article II PURCHASE AND SALE		20
2.1	Closing.	20
2.2	Deliveries.	21
2.3	Closing Conditions.	22
Article III REPRESENTATIONS AND WARRANTIES		23
3.1	Representations and Warranties of PubCo	23
3.2	Representations and Warranties of the Purchasers	31
3.3	Representations and Warranties of the Target	34
3.4	Representations and Warranties of SPAC	57
Article IV OTHER AGREEMENTS OF THE PARTIES		68
4.1	Transfer Restrictions.	68
4.2	Acknowledgment of Dilution	71
4.3	Furnishing of Information; Public Information	71
4.4	Conversion and Exercise Procedures	72
4.5	Securities Laws Disclosure; Publicity	72
4.6	Shareholder Rights Plan	73
4.7	Non-Public Information	73
4.8	Use of Proceeds	73
4.9	Indemnification of Purchasers	74
4.10	Reservation and Listing of Securities; Shareholder Approval.	74
4.11	Participation in Future Financing.	75
4.12	Variable Rate Transactions	77
4.13	Equal Treatment of Purchasers	77
4.14	Certain Transactions and Confidentiality	77
4.15	Notice of Disqualification Events	78
4.16	Books and Records	78
4.17	Target Covenant	78
4.18	Trust Account Waiver	79
4.19	Subsidiary Guaranty	79
4.20	No Short Sales	79

i

TABLE OF CONTENTS
(continued)

		Page
Article V MISCELLANEOUS		80
5.1	Termination	80
5.2	Fees and Expenses	80
5.3	Entire Agreement	81
5.4	Notices	81
5.5	Amendments; Waivers	81
5.6	Headings	82
5.7	Successors and Assigns	82
5.8	No Third Party Beneficiaries	82
5.9	Governing Law	82
5.10	Survival	82
5.11	Execution	83
5.12	Severability	83
5.13	Replacement of Securities	83
5.14	Remedies	83
5.15	Payment Set Aside	83
5.16	Usury	84
5.17	Independent Nature of Purchasers’ Obligations and Rights	84
5.18	Liquidated Damages	85
5.19	Saturdays, Sundays, Holidays, etc	85
5.20	Construction	85
5.21	WAIVER OF JURY TRIAL	85

ii

EXHIBITS

EXHIBIT A Form of Debenture

EXHIBIT B Form of Registration Rights Agreement

EXHIBIT C Form of Warrant

EXHIBIT D Form of Opinions

EXHIBIT E Form of Callable Warrant

iii

This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2022, among Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (“PubCo”), D-Orbit S.p.A., an Italian Società per azioni (the “Target”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Each of SPAC, PubCo, the Target and each Purchaser shall each individually be referred to herein as a “Party” and, collectively as the “Parties”.

WHEREAS, PubCo, SPAC, the Target, and Lift-Off Merger Sub, Inc. (“Merger Sub”) are as of the date hereof entering into the Business Combination Agreement (the “Business Combination Agreement”), pursuant to which SPAC and the Target, through a series of transactions including the Exchange and the Merger, will become subsidiaries of PubCo, and PubCo will be as of the Closing listed on the Trading Market, pursuant to and subject to the terms and conditions set forth therein (such collective transactions, the “Business Combination”).

WHEREAS, the authorized equity of the PubCo shall consist of ordinary shares with a par value of $0.01 each (the “Ordinary Shares”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, PubCo desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from PubCo, securities of PubCo as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, PubCo, SPAC, the Target and each Purchaser agree as follows:

Article I
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“$” refers to United States Dollars.

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

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to SPAC, PubCo, Merger Sub or the Target concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means all Laws of any jurisdiction applicable to SPAC, PubCo, Merger Sub or the Target concerning terrorist financing or Money Laundering.

“BCA Agreements” means the Exchange Agreement, the SPAC Support Agreement, SPAC Support Agreement, the Registration Rights and Lock-Up Agreement, the SPAC Warrant Amendment and all other agreements, certificates and instruments executed and delivered by SPAC, PubCo, Merger Sub or the Target in connection with the Business Combination and specifically contemplated by the Business Combination Agreement.

“Board of Directors” means the board of directors of PubCo, SPAC, or the Target, as applicable.

“Business Data” means all business information and data, including Personal Information (whether of employees, contractors, consultants, customers, consumers, or other persons and whether in electronic or any other form or medium) that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Business Systems.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or Luxembourg are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York or Luxembourg are generally are open for use by customers on such day.

“Business Systems” means all Software, computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, that are owned or used in the conduct of the business of the Target or any Target Subsidiaries.

“Callable Warrants” means the Ordinary Shares callable warrants issued and delivered to a special purpose vehicle designated by and affiliated with ATW Partners, LLC prior to the Closing in accordance with Section 2.2(a) hereof, substantially in the form set forth on Exhibit E attached hereto.

“Closing Date” means the Closing Date (as defined in the Business Combination Agreement).

2

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

“Commission” means the United States Securities and Exchange Commission.

“Confidential Information” means any information, knowledge or data concerning the businesses and affairs of the Target, the Target Subsidiaries, or any Suppliers or customers of the Target or any Target Subsidiaries, PubCo, Merger Sub or SPAC (as applicable) that is not already generally available to the public, including any Intellectual Property rights.

“Conversion Price” has the meaning ascribed to such term in the Debentures.

“Conversion Shares” has the meaning ascribed to such term in the Debentures.

“Convertible Bonds” mean the convertible bonds issued by the Target pursuant to the extraordinary shareholders’ meeting of the Target dated April 26, 2021, as amended by the extraordinary shareholders’ meeting of the Target dated November 16, 2021, and assigned to the Bond Holders pursuant to and in accordance with the Convertible Bond Subscription Agreements.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, delay, shut down (including the shutdown of air cargo routes), closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case with or in response to COVID-19 including the CARES Act and the Families First Coronavirus Response Act, as signed into law by the President of the United States on March 18, 2020.

“Data Protection Laws” means (i) GDPR and the Italian national legislation implementing the GDPR such as Legislative Decree no. 196/2003 as amended by Legislative Decree no. 101/2018, the regulatory and secondary legislation in force in the European Union, as subsequently amended or supplemented, including any guidance and measures issued by the Italian Data Protection authority and the European Data Protection Board, (ii) California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018); and (iii) any equivalent legislation, or legislation dealing with the same subject matter, anywhere in the world; each as applicable to any Party from time to time.

“Debentures” means the Original Issue Discount Convertible Debentures due, subject to the terms therein, four (4) years from their date of issuance, issued by PubCo to the Purchasers hereunder, substantially in the form of Exhibit A attached hereto.

3

“Disclosure Schedules” means, collectively, the PubCo Disclosure Schedules and the Target Disclosure Schedules.

“Disclosure Time” means, 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by PubCo.

“EGS” means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“Effective Date” means the earliest of the date that (a) the initial Registration Statement registering all Underlying Shares has been declared effective by the Commission, (b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for SPAC to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of the Underlying Shares is not an Affiliate of SPAC.

“Employee” means any person employed by the Target or a Target Subsidiary.

“Environmental Laws” means any Law relating to: (a) Releases or threatened Releases of Hazardous Substances or materials containing Hazardous Substances; (b) the presence, manufacture, refining, production, generation, handling, transport, use, treatment, recycling, storage, importing, labeling, testing, disposal, cleanup or control of Hazardous Substances or materials containing Hazardous Substances; (c) pollution or protection of the environment or natural resources; or (d) public health and safety or, as it relates to the handling of or exposure to Hazardous Substances, worker/occupational health and safety.

“Escrow Agreement” means the escrow agreement entered into prior to the date hereof, by and among PubCo and the Transfer Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Transfer Agent to be applied to the transactions contemplated hereunder.

“Exchange” has the meaning ascribed to such term in the Business Combination Agreement.

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

4

“Exempt Issuance” means the issuance of: (a) Ordinary Shares or options to employees, officers or directors of SPAC, PubCo or the Target pursuant to any incentive plan or option plan duly adopted for such purpose, by a majority of the members of the Board of Directors; (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share or stock splits or combinations) or to extend the term of such securities; (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the members of the Board of Directors, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Target, and shall provide to the Target additional benefits in addition to the investment of funds, but shall not include a transaction in which PubCo is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (d) securities issued pursuant to the Business Combination Agreement, provided that the effective price per share of any such securities is not lowered, any such securities are not amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such securities are otherwise materially changed in any manner that adversely affects any of any Purchaser’s Ordinary Shares; (e) securities issued in connection with any split, dividend, reclassification or reorganization or similar event; (f) Permitted Indebtedness (as defined in the Debenture and with the Target being treated as a Subsidiary under such definition), (g) indebtedness commitment obligations to PubCo or Target by an unaffiliated Person in an aggregate amount not to exceed $100,000,000 provided that such transactions do not include, directly or indirectly, any equity or equity linked components, (h) the issuance of Ordinary Shares on or prior to the Closing Date at an effective price per Ordinary Share equal to $10.00 per share or more (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement in which case the Base Conversion Price shall not be less than the par value of the Ordinary Shares) and (i) the issuance of up to an additional $70 million of Debentures and Warrants pursuant to an assumption agreement to this Agreement entered into on or before the Closing Date (and provided that no additional consideration, side letters or substantially different terms shall be offered or granted to such new Purchasers as an inducement to enter into such assumption agreement), provided that (a) the new “Purchasers” are acceptable to the Lead Purchaser and (b) to the extent that the aggregate principal amount of Debentures issued pursuant to this Agreement (including on the original Closing Date) exceeds $50 million, the principal amount of indebtedness issuable pursuant to clause (g) above shall be reduced on a $1 for $1 basis.

“Export Control Laws” means export control laws and regulations of any jurisdiction applicable to SPAC, PubCo, or the Target including the EAR and any other equivalent or comparable export control laws and regulations of other countries.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“GDPR” means the general data protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. This Regulation applies to the processing of personal data in the context of the activities of an establishment of a controller or a processor in the European Union, regardless of whether the processing takes place in the Union or not as well as to the processing of personal data of data subjects who are in the European Union by a controller or processor not established in the European Union.

5

“Government Contract” means any contract for the sale of supplies or services currently in performance or that has not been closed that is between the Target or a Target Subsidiary and a Governmental Authority or entered into by the Target or a Target Subsidiary as a subcontractor at any tier in connection with a contract between another Person and a Governmental Authority.

“Hazardous Substance(s)” means: (a) any substance, material or waste which is regulated by, or for which liability or standards of conduct may be imposed under, any Environmental Law, including any substance, material or waste which is defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “pollutant,” “contaminant,” “toxic substance,” “toxic waste” or other similar term or phrase under any Environmental Law; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, natural gas liquids, synthetic gas, and any mixtures thereof; (d) polychlorinated biphenyls, asbestos and asbestos-containing materials, urea formaldehyde, toxic mold, and radon; and (e) per- or polyfluoroalkyl substances.

“Import Control Laws” means import control laws and regulations of any jurisdiction applicable to SPAC, PubCo, Merger Sub or the Target, including those administered by the United States Customs and Border Protection and Immigration and Customs Enforcement Agencies, and any other equivalent or comparable import control laws and regulations of other countries.

“Intellectual Property” means: (a) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (c) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (d) trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting data (including pricing and cost information), and all other data, databases and database rights; (e) Internet domain names and social media accounts; (f) rights of privacy and publicity and all other intellectual property or proprietary rights of any kind or description recognized under applicable Laws; (g) copies and tangible embodiments of any of the foregoing, in whatever form or medium; and (h) all legal rights arising from items (a) through (f), including the right to prosecute and perfect such interests and rights to sue, oppose, cancel, interfere, and enjoin based upon such interests, including such rights based on past infringement, if any, in connection with any of the foregoing.

6

“IRS” means the U.S. Internal Revenue Service.

“knowledge” or “to the knowledge” of a person means in the case of the Target, the actual knowledge of the persons listed on Schedule 1.1(a) after reasonable inquiry.

“Law” means any constitution, treaty, convention, statute, law, common law principle, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order.

“Lead Purchaser” means a fund selected and managed by ATW Partners, LLC.

“Leased Real Property” means all real property leased, subleased, licensed or sublicensed by the Target or Target Subsidiaries as tenant, subtenant, licensee or sublicensee together with, to the extent leased, subleased, licensed, or sublicensed by the Target or Target Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Target or Target Subsidiaries relating to the foregoing.

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up Agreement” means the “Company & SPAC Shareholders Registration Rights Agreement and Lock-Up Agreement” as defined in the Business Combination Agreement.

“Loss” shall mean with respect to a Person, any losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation of such Person other than any punitive, incidental, consequential, special, loss of opportunity, indirect or exemplary damages, including loss of future revenue or income, loss of business reputation or opportunity, diminution of value or any damages based on any type of multiple.

“Luxembourg Law” means the Luxembourg law of 10 August 1915 on commercial companies, as amended.

“Merger” has the meaning ascribed to such term in the Business Combination Agreement.

“Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offences, for the purpose of (a) concealing or disguising the illicit origin of the property or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

7

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Open Source Software” means any Software that is licensed pursuant to: (a) any license that is a license now or in the future approved by the open source initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL); or (b) any license to Software that is considered “free” or “open source software” by the open source foundation or the free software foundation.

“Ordinary Share Equivalents” means any securities of PubCo which would entitle the holder thereof to acquire at any time Ordinary Shares, including any debt, preferred or preference share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Organizational Documents” means with respect to an entity, the memorandums of association, articles of association, certificates of incorporation, certificates of formation, by-laws, operating agreements, registration statements and equivalent organizational documents, each as amended to date, for such entity.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, with or without legal capacity, government (or an agency or subdivision thereof) or other entity of any kind.

“Personal Data” means, pursuant to article 4 GDPR, any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Placement Agent” means the Persons set forth on Schedule 1.1(b).

“Principal Amount” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Principal Amount,” in United States Dollars, which shall equal such Purchaser’s Subscription Amount multiplied by 1.03.

“Products” mean any products or services, developed, manufactured, performed, out-licensed, sold, distributed or otherwise made available by or on behalf of the Target or any Target Subsidiary, from which the Target or any Target Subsidiary has derived previously, is currently deriving or is scheduled to derive revenue from the sale or provision thereof.

8

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“PubCo Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or operations of PubCo and Merger Sub taken as a whole or (b) does or would prevent, materially delay or materially impede the performance by the Target of its obligations under this Agreement or the consummation of the Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a PubCo Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) those effects generally affecting the industries or geographic areas in which PubCo and Merger Sub operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) those effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by PubCo or Merger Sub as specifically required or permitted by this Agreement, any other Transaction Document, the Business Combination Agreement or any BCA Agreement; (viii) the announcement or execution, pendency, negotiation or consummation of the Transactions or the Business Combination (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities); (ix) any failure by PubCo and Merger Sub to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (ix) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a PubCo Material Adverse Effect; (x) any pending or initiated Action against PubCo, Merger Sub or any of their respective officers or directors, in each case, arising out of or relating to the execution of this Agreement, any other Transaction Agreement, the Business Combination Agreement, any BCA Agreement, or the Transactions or the Business Combination (other than any Action commenced by any Party to enforce its rights under this Agreement or any other Transaction Document to which it is a party); (xi) any action taken or not taken by the Target, any Target Subsidiary or SPAC; or (xii) any actions taken, or failures to take action, or such other changes or events, in each case, which any Purchaser has specifically requested or to which it has specifically consented or which actions are specifically contemplated by this Agreement or any other Transaction Document.

9

“Representatives” means with respect to a person, such person’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives.

“Registration Rights Agreement” means the Registration Rights Agreement, among PubCo and the Purchasers, substantially in the form of Exhibit B attached hereto.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, disposing, or other release into or through the environment, and any abandonment or discarding of barrels, containers, or other closed receptacles containing any Hazardous Substance.

“Representative” means with respect to any Person shall mean such Person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

“Required Minimum” means, as of any date, the maximum aggregate number of Ordinary Shares then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants and Callable Warrants or conversion in full of all Debentures (including Underlying Shares issuable as payment of interest on the Debentures), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price is at all times on and after the date of determination 50% of the then Conversion Price on the Trading Day immediately prior to the date of determination.

“Restricted Person” means: (a) any individual or entity that is a citizen or resident of, located in, or organized under the laws of, or acting for or on behalf of, a Sanctioned Country; (b) the government of any Sanctioned Country; (c) any government that is the subject or target of restrictions under Sanctions Law; or (d) any individual or entity that is, or any entity that is owned or controlled directly or indirectly by, or acts for or on behalf of individuals or entities that are designated on any of the following lists, as updated, substituted, or replaced from time to time:

(i) the United Nations Security Council’s “Consolidated United Nations Security Council Sanctions List”;

(ii) the lists of persons subject to Sanctions Laws, as administered by the U.S. Department of the Treasury, including OFAC’s “Specially Designated Nationals and Blocked Persons List,” the “Foreign Sanctions Evaders,” and the “Sectoral Sanctions Identifications List”;

10

(iii) the U.S. Department of Commerce, Bureau of Industry and Security’s “Entity List,” “Denied Persons List,” or “Unverified List”;

(iv) the U.S. Department of State’s list of debarred parties and lists of individuals and entities that have been designated pursuant to sanctions and/or non-proliferation statutes that it administers and related executive orders;

(v) the European Union Commission’s “Consolidated list of persons, groups and entities subject to EU financial sanctions” or individuals or entities that are listed in any Annex to EU Council Regulation 833/2014 (as amended);

(vi) Her Majesty’s Treasury of United Kingdom’s “Consolidated List of Financial Sanctions Targets in the UK”; and

(vii) any additional list promulgated, designated, or enforced by a Sanctions Authority.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Sanctioned Country” means at any time, a country or territory that is the target of comprehensive economic or trade sanctions under Sanctions Laws. As of the date of this Agreement, Sanctioned Countries include the Crimea Region, Cuba, Iran, North Korea and Syria.

“Sanctions Authority” means the United Nations Security Council; U.S. Department of the Treasury; the U.S. Department of Commerce; the U.S. Department of State; the European Union Council or Commission (including any present or future member state of the European Union); Her Majesty’s Treasury of the United Kingdom; and any other government or regulatory body, institution or agency with authority to enact Sanctions Laws in any country and/or territory with jurisdiction over any Party.

“Sanctions Laws” means all economic, trade, or financial sanctions statutes, regulations, executive orders, decrees, judicial decisions, restrictive measures, or other acts having the force of law enacted, adopted, administered, imposed, or enforced from time to time by any Sanctions Authority.

“Securities” means the Debentures, the Warrants, the Callable Warrants, the Warrant Shares and the Underlying Shares.

11

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

“Shareholder Approval” means the “Requisite SPAC Stockholder Approval” as defined in the Business Combination Agreement and will include as part of the “SPAC Proposals” (as defined the Business Combination Agreement) the potential issuance of Underlying Shares in excess of 19.99% of the issued and outstanding Ordinary Shares pursuant to the Transactions to the Purchasers.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

“Significant Subsidiary” has the meaning ascribed to such term in Rule 1-02(w) of Regulation S-X.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials

“SPAC Material Adverse Effect” means any effects that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or operations of SPAC or (b) does or would prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement or the consummation of the Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a SPAC Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (iv) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (v) those effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vi) any actions taken or not taken by SPAC as specifically required or permitted by this Agreement, any other Transaction Document, by the Business Combination Agreement or the BCA Agreements; (vii) the announcement or execution, pendency, negotiation or consummation of the Transactions or the Business Combination (including the impact thereof on relationships with Governmental Authorities); (viii) any pending or initiated Action against SPAC or any of its officers or directors, in each case, arising out of or relating to the execution of this Agreement, any other Transaction Document, the Business Combination Agreement, the BCA Agreements or the Transactions or the Business Combination (other than any Action commenced by any Party hereto to enforce its rights under this Agreement or any other Transaction Document to which it is a party); (ix) any action taken or not taken by the Target or any of the Target Subsidiaries; or (x) any actions taken, or failures to take action, or such other changes or events, in each case, which any Purchaser has specifically requested or to which it has specifically consented or which actions are specifically contemplated by this Agreement.

12

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Debentures and Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States Dollars and in immediately available funds.

“Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more if its Subsidiaries.

“Supplier” means any person that supplies inventory or other materials or personal property, components, or other goods or services that are utilized in or comprise the Products of the Target or any of the Target Subsidiaries.

“Target Board” means the board of directors of the Target.

“Target Equity” shall mean the capital stock or equity of the Target, including any securities convertible, exchangeable or exercisable into capital stock or equity of the Target.

“Target Equity Award” means a Target Option granted under a Target Equity Plan, a Target Warrant or any Target Shares that are issuable upon the conversion of the Convertible Bonds.

“Target Equity Plan” means the “Company Incentive and Loyalty” D-Orbit Plan approved by the Target Shareholders on March 29, 2019, the “Company Incentive and Loyalty” D-Orbit Plan approved by the Target Shareholders on March 31, 2020, as subsequently amended by resolution of the extraordinary shareholders’ meeting on April 26, 2021, the “Founder Fix Plan for the benefit of D-Orbit” approved by the extraordinary shareholders Meeting of the Target on March 29, 2019, as subsequently amended and supplemented by resolution of the extraordinary shareholders’ meeting on March 31 , 2020, the “Company Incentive and Loyalty” D-Orbit Plan approved by resolution of the extraordinary shareholders’ meeting on April 26, 2021, and the Stock Option Plan for the Target founders approved by resolution of the extraordinary shareholders’ meeting on April 26, 2021.

“Target IP” means, collectively, all Target-Owned IP and Target-Licensed IP.

13

“Target-Licensed IP” means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Target or any Target Subsidiary or to which the Target or any Target Subsidiary otherwise has a right to use.

“Target Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or operations of the Target and the Target Subsidiaries taken as a whole or (b) does or would prevent, materially delay or materially impede the performance by the Target of its obligations under this Agreement or the consummation of the Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Target Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) those effects generally affecting the industries or geographic areas in which the Target and the Target Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) those effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by the Target or the Target Subsidiaries as specifically required or permitted by this Agreement or any other Transaction Document, (viii) the announcement or execution, pendency, negotiation or consummation of the transactions contemplated hereby or pursuant to the Business Combination Agreement (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities); (ix) any failure by the Target and the Target Subsidiaries to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (ix) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Target Material Adverse Effect; (x) any pending or initiated Action against the Target, any of the Target Subsidiaries or any of their respective officers or directors, in each case, arising out of or relating to the execution of this Agreement, the other Transaction Documents, the Business Combination Agreement, the BCA Agreement or the Transactions or the Business Combination (other than any Action commenced by any Party to enforce its rights under this Agreement or any other Transaction Document to which it is a party); (xi) any action taken or not taken by PubCo, Merger Sub or SPAC; or (xii) any actions taken, or failures to take action, or such other changes or events, in each case, which any Purchaser has specifically requested or to which it has specifically consented or which actions are specifically contemplated by this Agreement, in each case, except in the cases of clauses (i) through (vi), to the extent that the Target and the Target Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries or geographic areas in which the Target and the Target Subsidiaries operate.

14

“Target Option” means all options to purchase Target Shares, whether or not exercisable and whether or not vested, granted under the Target Equity Plans that are outstanding immediately prior to the Closing.

“Target-Owned IP” means all Intellectual Property rights owned or purported to be owned by the Target or any of the Target Subsidiaries.

“Target Shareholders” means, collectively, the holders of Target Shares.

“Target Shareholders’ Agreement” means the Investment and Shareholders’ Agreement of the Target, dated as of March 31, 2020, as modified by the EIB Form of Agreement, and as may be further amended and restated from time to time.

“Target Shares” means all and any of the Target’s shares.

“Target Subsidiary” means any Subsidiary of the Target and shall, where applicable, also include any direct or indirect subsidiary of the Target formed or acquired after the date hereof.

“Target Treasury Shares” means the Target Shares held by the Target.

“Target Warrants” means the warrants issued to the European Investment Bank pursuant to the Options Right Agreement, dated August 13, 2020, between the European Investment Bank and the Target.

“Tax” or “Taxes” means any federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, unclaimed property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

“Tax Return” means any returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns, as well as attachments thereto and amendments thereof) required to be supplied to a Tax authority relating to Taxes.

“Trading Day” means a day on which the principal Trading Market is open for trading.

15

“Trading Market” means any of the following markets or exchanges on which the Ordinary Shares is primarily listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Debentures, the Warrants, the Callable Warrants, the Registration Rights Agreement, the Lock-Up Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Agent” means Continental Stock Transfer & Trust Company, which is the current transfer agent of SPAC.

“Treasury Regulations” means the United States Treasury regulations issued pursuant to the Code.

“Underlying Shares” means the Warrant Shares and Ordinary Shares issued and issuable pursuant to the terms of the Debenture and in accordance with the articles of association of PubCo, including Ordinary Shares issued and issuable in lieu of the cash payment of interest on the Debentures in accordance with the terms of the Debentures, in each case without respect to any limitation or restriction on the conversion of the Debentures or the exercise of the Warrants and Callable Warrants.

“Variable Rate Transaction” means a transaction in which PubCo, SPAC or Target, after the date hereof: (i) issues or sells any debt or equity securities (or enters into binding agreements for the issuance and sale thereof) that are convertible into, exchangeable or exercisable for, or include the right to receive, additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of PubCo or the market for the Ordinary Shares after the Closing Date or (ii) enters into, or effects a transaction under, any agreement, including an equity line of credit or at-the-market facility, whereby PubCo may issue securities at a future determined price; provided, that if any instrument has a hard floor of $20 per Ordinary Share or more (subject to adjustment for reverse and forward share or stock splits, share or stock dividends, share or stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement).

16

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of a share of Ordinary Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to PubCo, the fees and expenses of which shall be paid by PubCo.

“Warrants” means, collectively, the Ordinary Shares purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 7.5 years, substantially in the form of Exhibit C attached hereto.

“Warrant Shares” means the Ordinary Shares issuable upon exercise of the Warrants and Callable Warrants.

1.2 Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

Acquiring Person	§ 4.6
Action	§ 3.1(h) and § 3.3(j)
Agreement	Preamble
BHCA	§ 3.1(y)
Blue Sky Laws	§ 3.3(f)(ii)
Business Combination	Recitals
Business Combination Agreement	Recitals
Buy-In Price	§ 4.1(e)
Consolidated Financial Statements	§ 3.3(h)(i)
Consultants	§ 3.3(l)(ii)
Disqualification Event	§ 3.1(aa)
Environmental Permits	§ 3.3(p)

17

Federal Reserve	§ 3.1(y)
Governmental Authority	§ 3.3(f)(ii)
IPO	§ 4.18
Issued Capital Stock	§ 3.3(d)(i)
Issuer Covered Person or Issuer Covered Persons	§ 3.1(aa)
Lease	§ 3.3(m)(ii)
Lease Documents	§ 3.3(m)(ii)
Legend Removal Date	§ 4.1(d)
Material Contracts	§ 3.3(q)(i)
Maximum Rate	§ 5.16
Merger Sub	Recitals
Money Laundering Laws	§ 3.1(z)
OFAC	§ 3.1(x)
Ordinary Shares	Recitals
Participation Maximum	§ 4.11(a)
Party or Parties	Preamble
Pre-Notice	§ 4.11(b)
Plans	§ 3.3(k)(i)
Pro Rata Portion	§ 4.11(e)
PubCo	Preamble
PubCo Disclosure Schedules	§ 3.1
Public Distributions	§ 4.18
Public Information Failure	§ 4.3
Public Information Failure Payments	§ 4.3
Public Stockholders	§ 4.18
Purchaser or Purchasers	Preamble
Purchaser Party	§ 4.9
Remedies Exceptions	§ 3.3(e)
Required Approvals	§ 3.1(e)
SEC	§ 3.4(g)(i)
Securities Act	§ 3.4(g)(i)

18

Self-Employees	§ 3.3(l)(ii)
SPAC	Preamble
SPAC Board Recommendation	§ 3.4(j)(i)
SPAC Business Combination	§ 4.18
SPAC Disclosure Schedule	§ 3.4
SPAC Material Contracts	§ 3.4(q)(i)
SPAC Prospectus	§ 4.18
SPAC SEC Reports	§ 3.4(g)(i)
Standard Settlement Period	§ 4.1(d)
Subsequent Financing	§ 4.11(a)
Subsequent Financing Notice	§ 4.11(b)
Target	Preamble
Target Disclosure Schedule	§ 3.3
Target Permits	§ 3.3(g)
Trust Account	§ 3.4(l)
Trust Agreement	§ 3.4(l)
Trust Fund	§ 3.4(l)

1.3 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 words of similar import refer to this Agreement as a whole, including the schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement, (iv) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”, (vi) the word “or” shall be disjunctive but not exclusive, (vii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (viii) 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, (ix) the word “extent” in 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”, (x) references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States, (xi) references to “Euro”, “EUR” or € shall be to the lawful currency of the European Union, and (xii) the word “shall” and the word “will” indicate a mandatory obligation.

19

(b) 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.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action 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 may be deferred until the next Business Day.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the applicable Accounting Principles.

(e) Whenever this Agreement states that documents or other information have been “made available” or “provided to” the Lead Purchaser (including words of similar import), such words shall mean that such documents or information referenced shall have been posted in the dataroom, or otherwise provided in writing to the Lead Purchaser and its Representatives, at least two (2) days prior to the date hereof.

Article II
PURCHASE AND SALE

2.1 Closing.

(a) On the Closing Date, upon the terms and subject to the conditions set forth herein substantially concurrent with the consummation of the Merger, PubCo agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, a principal amount of the Debentures as set forth under the subscription amount on such Purchaser’s signature page, which total aggregate subscription amount for all Purchasers is not less than $29,126,214 and does not exceed $100,000,000.

(b) No later than three (3) Business Days prior to the expected Closing Date, each Purchaser shall deliver to the Transfer Agent, via wire transfer immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser to be held in escrow on behalf of such Purchaser.

(c) On the Closing Date, the Transfer Agent shall deliver the funds of each Purchaser’s Subscription Amount to PubCo, and PubCo shall deliver to each Purchaser its respective Debenture and a Warrant (and/or if applicable, a Callable Warrant), as determined pursuant to Section 2.2(a), and PubCo and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.

(d) Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the location (including remotely) as the parties shall mutually agree.

20

2.2 Deliveries.

(a) On or prior to the Closing Date, PubCo shall deliver or cause to be delivered to each Purchaser the following:

(i) a legal opinion of Arendt & Medernach SA substantially in the form attached hereto as Exhibit D-1 and the legal opinion of K&L Gates LLP as substantially set forth in Exhibit D-2 subject to customary assumptions, exclusions and fact certificates;

(ii) a Debenture with a principal amount equal to such Purchaser’s Principal Amount of Debentures issued on the Closing Date, registered in the name of such Purchaser;

(iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of New Ordinary Shares equal to such Purchaser’s Principal Amount divided by the Conversion Price (rounded down) with an exercise price equal to $12.50, subject to adjustment therein;

(iv) the Lock-Up Agreements;

(v) wire instructions to the account specified in writing by the Escrow Agreement;

(vi) the Registration Rights Agreement duly executed by PubCo; and

(vii) the Callable Warrants registered in the name of the special purpose entity designated by and affiliated with ATW Partners, LLC (and made a “Purchaser” under this Agreement) to purchase up to 12,000,000 Ordinary Shares.

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to PubCo or the Transfer Agent, as applicable, the following:

(i) to Transfer Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Escrow Agreement; and

(ii) the Registration Rights Agreement duly executed by such Purchaser; and

(iii) the Warrant and Callable Warrant each duly executed by the applicable Purchaser to be party thereto (if required).

21

2.3 Closing Conditions.

(a) The obligations of PubCo, the Target and SPAC hereunder in connection with the Closing are each subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or material adverse effect or any similar qualifier, in all respects) on the date hereof and immediately prior to the Exchange on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b).

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by PubCo Material Adverse Effect, Target Material Adverse Effect, SPAC Material Adverse Effect or any similar qualifier, in all respects) on the date hereof and immediately prior to the Exchange on the Closing Date of the representations and warranties of PubCo, the Target and SPAC contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of PubCo, the Target and SPAC required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by PubCo, the Target or SPAC of the items set forth in Section 2.2(a);

(iv) there shall have been no PubCo Material Adverse Effect, Target Material Adverse Effect or SPAC Material Adverse Effect since the date hereof;

(v) no material amendment or modification of the Business Combination Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Purchaser would reasonably expect to receive under the Transaction Documents;

(vi) all conditions precedent to the Merger set forth in the Business Combination Agreement shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the Merger Effective Time and without amendment, modification or waiver thereof);

(vii) Shareholder Approval shall have been obtained;

(viii) neither PubCo, the Target nor any Significant Subsidiary thereof shall have issued, or agreed to issue, any equity, equity linked or debt financing other than (a) specifically referenced herein or (b) pursuant to an Exempt Issuance, in each case without the consent of the Lead Purchaser; and

22

(ix) from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Article III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of PubCo. Except as set forth in the disclosure schedules of PubCo attached hereto (the “PubCo Disclosure Schedules”) or in any public filings filed by PubCo or SPAC with the Commission (including the Registration Statement (as defined in the Business Combination Agreement), which Disclosure Schedules and public filings shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or any such public filings, PubCo hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries. Merger Sub is the only direct Subsidiary of PubCo and there are no indirect Subsidiaries of PubCo and there are no Significant Subsidiaries of PubCo. PubCo owns, directly or indirectly, all of the capital stock or other equity interests of each such Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of Merger Sub are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization and Qualification. Each of PubCo and Merger Sub is an entity duly incorporated or otherwise organized, validly existing and, with respect to Merger Sub, in good standing, under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither PubCo nor any of its Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational documents. Each of PubCo and Merger Sub is duly qualified to conduct business in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and Merger Sub is in good standing in the State of Delaware, in each case except where the failure to be so qualified or in good standing, as the case may be, would not have a PubCo Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

23

(c) Authorization; Enforcement. PubCo has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by PubCo and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of PubCo and no further action is required by PubCo, its Board of Directors or its shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by PubCo and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of PubCo enforceable against PubCo in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No Conflicts. The execution, delivery and performance by PubCo of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of PubCo’s or Merger Sub’s certificate or articles of incorporation or organization, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of PubCo or any Significant Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a PubCo or Significant Subsidiary debt or otherwise) or other understanding to which PubCo or any Significant Subsidiary is a party or by which any property or asset of the PubCo or any Significant Subsidiary is bound or affected, or (iii) subject to the Required Approvals (as defined below), conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which PubCo or a Significant Subsidiary is subject (including federal and state and foreign securities laws and related regulations), or by which any property or asset of PubCo or a Significant Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a PubCo Material Adverse Effect.

24

(e) Filings, Consents and Approvals. PubCo is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by PubCo of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.5, (ii) the filing with the Commission pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) to the extent applicable, such filings as are required to be made under applicable state and foreign securities laws, and (v) the approvals as set forth in the Business Combination Agreement (collectively, the “Required Approvals”).

(f) Issuance of the Securities. Immediately prior to the Exchange on the Closing Date, the Securities will be duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by PubCo other than restrictions on transfer provided for in the Transaction Documents or the articles of association of PubCo. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents and Luxembourg Law, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by PubCo other than restrictions on transfer provided for in the Transaction Documents or the articles of association of PubCo. PubCo has, as of the date hereof, a sufficient authorized capital in view of issuing a number of Ordinary Shares at least equal to the Required Minimum on the date hereof.

(g) Capitalization. The capitalization of PubCo as of the date hereof is as set forth on Schedule 3.1(g). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, other than as provided for under Luxembourg Law. Except as a result of the purchase and sale of the Securities and as provided for under Luxembourg Law, the issuance of the Warrants and Callable Warrants and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any of Ordinary Shares, or contracts, commitments, understandings or arrangements by which PubCo is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents. The issuance and sale of the Securities will not obligate PubCo to issue Ordinary Shares or other securities to any Person (other than the Purchasers). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of PubCo with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by PubCo. Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of PubCo that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which PubCo is or may become bound to redeem a security of PubCo. PubCo does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding and issued shares of PubCo are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and Luxembourg securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities applicable under the Luxembourg Law. There are no shareholders agreements, voting agreements or other similar agreements with respect to PubCo’s share capital to which PubCo is a party or, to the knowledge of PubCo, between or among any of PubCo’s shareholders.

25

(h) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation (collectively, an “Action”) pending or, to the knowledge of PubCo, threatened in writing against or affecting PubCo, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) as of the date hereof. Neither PubCo nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any such Action involving a claim of violation of or liability under federal or state and foreign securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of PubCo, there is not pending or contemplated, any investigation by the Commission involving PubCo or any current or former director or officer of PubCo. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by PubCo or any Subsidiary under the Exchange Act or the Securities Act.

(i) Compliance. Neither PubCo nor any of its Subsidiaries: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by PubCo or any of its Subsidiaries under), nor has PubCo or any of its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a PubCo Material Adverse Effect.

(j) Insurance. As of immediately prior to the Exchange on the Closing Date, PubCo and its Subsidiaries will be insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which PubCo and its Subsidiaries are engaged, including directors and officers insurance coverage at least equal to the aggregate Subscription Amount.

26

(k) Transactions with Affiliates and Employees. None of the officers or directors of PubCo or any Subsidiary and, to the knowledge of PubCo, none of the employees of PubCo or any Subsidiary is presently a party to any transaction with PubCo or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of PubCo, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of PubCo and (iii) other employee benefits, including any incentive plan or stock option agreements under any stock option plan of PubCo.

(l) Sarbanes-Oxley; Internal Accounting Controls. Immediately prior to the Exchange on the Closing Date, PubCo and its Subsidiaries will be in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.

(m) Certain Fees. Other than as set forth on Schedule 3.1(m) attached hereto, no brokerage or finder’s fees or commissions are or will be payable by PubCo or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents and the Business Combination. No Purchaser has any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(m) that may be due in connection with the transactions contemplated by the Transaction Documents or the Business Combination.

(n) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by PubCo to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(o) Registration Rights. Other than (i) each of the Purchasers, (ii) the Target and SPAC stockholders granted registration rights under the Business Combination Agreement and (iii) the Persons granted registration rights under “Company & SPAC Shareholder Registration Rights Agreement” (as defined in the Business Combination Agreement), and the “Converted Company Shareholder Registration Rights Agreement” (as defined in the Business Combination Agreement) with the holders as set forth on Schedule 3.1(o), no Person has any right to cause PubCo or any of its Subsidiaries to effect the registration under the Securities Act of any securities of PubCo or any of its Subsidiaries.

27

(p) Application of Takeover Protections. PubCo and the Board of Directors have taken to the extent legally permissible, all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under PubCo’s organizational documents, if applicable, or the laws of its incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and PubCo fulfilling their obligations or exercising their rights under the Transaction Documents, including as a result of PubCo’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(q) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither PubCo, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by PubCo for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) subject to receipt of Shareholder Approval, any applicable shareholder approval provisions of any Trading Market on which any of the securities of PubCo are listed or designated.

(r) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a PubCo Material Adverse Effect, PubCo and Merger Sub each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of PubCo or Merger Sub know of no basis for any such claim.

(s) No General Solicitation. Neither PubCo nor any Person acting on behalf of PubCo has offered or sold any of the Securities by any form of general solicitation or general advertising. PubCo has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(t) Foreign Corrupt Practices. Neither PubCo nor any Subsidiary, nor to the knowledge of PubCo or any Subsidiary, any agent or other person acting on behalf of PubCo or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by PubCo or any Subsidiary (or made by any person acting on its behalf of which PubCo is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

28

(u) Acknowledgment Regarding Purchasers’ Purchase of Securities. PubCo acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. PubCo further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of PubCo (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. PubCo further represents to each Purchaser that PubCo’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by PubCo and its representatives.

(v) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(g), 4.14 and 4.20 hereof), it is understood and acknowledged by PubCo that: (i) none of the Purchasers has been asked by PubCo to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of PubCo, or “derivative” securities based on securities issued by PubCo or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of PubCo’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Ordinary Shares and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. PubCo further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in PubCo at and after the time that the hedging activities are being conducted.  PubCo acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(w) Regulation M Compliance.  PubCo has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of PubCo to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of PubCo, other than, in the case of clauses (ii) and (iii), compensation paid to a Placement Agent in connection with the placement of the Securities.

29

(x) Office of Foreign Assets Control. Neither PubCo nor any of its Subsidiaries nor, to PubCo’s knowledge, any director, officer, agent, employee or affiliate of PubCo or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)

(y) Bank Holding Company Act. Neither PubCo nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither PubCo nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither PubCo nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(z) Money Laundering. The operations of PubCo and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving PubCo or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of PubCo or any of its Subsidiaries, threatened.

(aa) No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of PubCo, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of PubCo participating in the offering hereunder, any beneficial owner of 20% or more of PubCo’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with PubCo in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). PubCo has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

30

(bb) Other Covered Persons. Other than the Placement Agent, PubCo is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(cc) No Side Letters. Neither PubCo nor any Affiliates of PubCo have entered into any side letter or similar agreement with any Person in connection with the issuance or transfer of securities to such Person in connection with a direct or indirect investment in PubCo or Target.

(dd) Disclosure. PubCo understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of PubCo. Each of the representations and warranties contained herein (including in the Disclosure Schedules to this Agreement), is true and correct. PubCo acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to PubCo, SPAC and the Target as follows:

(a) Organization; Authority. Such Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

31

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or Callable Warrants or converts any Debentures it will be (i) either an institutional “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act and (ii) an Institutional Account as defined in FINRA Rule 4512(c). The Purchaser is not an entity formed for the specific purpose of acquiring the Securities.

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Securities (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) has been duly authorized and approved by all necessary action, (iv) does not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) is a fit, proper and suitable investment for it, notwithstanding the substantial risks inherent in investing in or holding the Securities. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. Such Purchaser has made its own independent investigation, review and analysis regarding PubCo, SPAC, the Target and their respective Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by such Purchaser together with expert advisors, including legal counsel, which it has engaged for such purpose. Such Purchaser has been provided with full and complete access to the representatives, books and records of PubCo, SPAC, the Target and their respective Subsidiaries and other information that they have requested in connection with their investigation of PubCo, SPAC, the Target, and their respective Subsidiaries and the transactions contemplated hereby. Such Purchaser is not relying on any statement, representation or warranty, oral or written, express or implied, made by PubCo, SPAC, the Target or any of their respective Subsidiaries or their representatives, except for the representations and warranties of PubCo, SPAC and the Target expressly set forth herein (as modified by the applicable disclosure schedules).

32

(e) General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(f) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SPAC SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of PubCo concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about PubCo and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that PubCo possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  Such Purchaser acknowledges and agrees that none of the Placement Agents or any Affiliate of any Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired.  None of the Placement Agents or any Affiliate has made or makes any representation as to PubCo or the quality of the Securities and the Placement Agents and any Affiliate may have acquired non-public information with respect to PubCo which such Purchaser agrees need not be provided to it.  In connection with the issuance of the Securities to such Purchaser, none of the Placement Agents or any of their respective Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(g) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of PubCo during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from PubCo or any other Person representing PubCo setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

33

(h) Placement Agent. Such Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as the Target’s placement agent in connection with the Transactions and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for any Purchaser, the Target, PubCo, SPAC or any other person or entity in connection therewith; (b) no Placement Agent has made and will not make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the transactions contemplated by this Agreement and (c) no Placement Agent shall have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the transactions contemplated by this Agreement or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning SPAC, the Target or the transactions contemplated by this Agreement.

(i) Investment Intent. Each Purchaser is purchasing the Securities for investment purposes and not with a view to the distribution thereof, and Purchaser has no present arrangement to sell the Securities to or through any person or entity prior to the Effective Time. Purchaser shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act and the rules promulgated thereunder.

3.3 Representations and Warranties of the Target. Except as set forth in the Target’s disclosure schedule (it being understood and agreed that information disclosed in any Section of the Target Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of the Target Disclosure Schedule to which such disclosure would reasonably pertain or if its relevance to such other Section is reasonably apparent on the face of such disclosure) delivered by Target in connection with this Agreement (the “Target Disclosure Schedule”), the Target hereby represents and warrants to each Purchaser as follows:

(a) Organization and Qualification. The Target and each Target Subsidiary is a corporation or other organization duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (insofar as such concept exists in such jurisdiction) and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Target and each Target Subsidiary (i) has all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, (ii) is duly qualified or licensed as a foreign corporation or other organization to do business and (iii) is in good standing, in each jurisdiction (insofar as such concept exists in such jurisdiction) where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to have such governmental approval or be so qualified or licensed and in good standing would not have a Target Material Adverse Effect.

34

(b) Subsidiaries. A true and complete list of all the Target Subsidiaries, together with the jurisdiction of organization or incorporation of each Target Subsidiary and the percentage of the outstanding capital stock of each Target Subsidiary owned by the Target and each other Target Subsidiary, in each case, as of the date hereof, is set forth in Schedule 3.3(b). Except with respect to the Target Subsidiaries, the Target does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

(c) Organizational Documents. The Target has, prior to the date of this Agreement, made available a complete and correct copy of the Organizational Documents of the Target and each Target Subsidiary. Such Organizational Documents are in full force and effect. Neither the Target nor any Target Subsidiary is in violation of any of the provisions of its Organizational Documents in any material respect.

(d) Capitalization.

(i) As of the date hereof, 119,540 Target Shares are issued, including 4,986 Target Treasury Shares as set forth on Schedule 3.3(d)(i) (the “Issued Capital Stock”). As of the date hereof, the Target has granted Target Options to purchase Target Shares in the amounts as set forth on Schedule 3.3(d)(i). As of the date hereof, the Target has granted Target Warrants to purchase Target Shares in the amounts as set forth on Schedule 3.3(d)(i). Other than the Convertible Bonds, there are no other options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Target or any Target Subsidiary or obligating the Target or any Target Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Target or any Target Subsidiary. Neither the Target nor any Target Subsidiary is a party to, or otherwise bound by, and neither the Target nor any Target Subsidiary has granted, any equity appreciation rights, participations, phantom equity or similar rights. Other than the Target Shareholders’ Agreement and the BCA Agreements, and there are no voting trusts, voting agreements, proxies, shareholder agreements or other similar agreements with respect to the voting or transfer of the Target Shares or any of the equity interests or other securities of the Target or any of the Target Subsidiaries.

(ii) As of the date hereof, 4,986 Target Treasury Shares are available to satisfy granted Target Options and further grants under the Target Equity Plans. Schedule 3.3(d)(ii) sets forth a list of each outstanding Target Option granted to each employee of the Target or any Target Subsidiary or any other person including (i) the name of the holder of such Target Equity Award; (ii) the number of Target Shares subject to such outstanding Target Option; (iii) if applicable, the exercise price, purchase price, or similar pricing of such Target Option, (iv) the date on which such Target Option was granted or issued; (v) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Target Option is vested and exercisable as of the date hereof; and (vi) the date on which such Target Option expires. All Target Shares subject to issuance under the Target Equity Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and nonassessable.

35

(iii) Other than pursuant to the Target Shareholders’ Agreement, the Target Organizational Documents or as set forth in the Target Equity Plan or any Target Equity Award issued thereunder, there are no outstanding contractual obligations of the Target or any Target Subsidiary to repurchase, redeem or otherwise acquire any Target Shares or any capital stock of any Target Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Target Subsidiary.

(iv) Each outstanding share of capital stock of each Target Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Target or another Target Subsidiary free and clear of all Liens (other than any Permitted Liens), options, rights of first refusal and limitations on the Target’s or any Target Subsidiary’s voting rights, other than transfer restrictions under applicable securities laws and their respective organizational documents.

(v) The Target Shareholders collectively own directly and beneficially and of record, all of the equity of the Target (which are represented by the issued Target Shares). Except as set forth in Schedule 3.3(d)(v) and Schedule 3.3(d)(ii), and except for the shares of the Target held by shareholders of the Target and the Convertible Bonds, no shares or other equity or voting interest of the Target, or options, warrants or other rights to acquire any such shares or other equity or voting interest, of the Target is authorized or issued.

(vi) All issued Target Shares and all issued shares of capital stock or other equity securities (as applicable) of each Target Subsidiary have been issued and granted in compliance with (i) applicable securities Laws and other applicable Laws and (ii) any preemptive rights and other similar requirements set forth in applicable contracts to which the Target or any Target Subsidiary is a party.

(e) Authority Relative to this Agreement. The Target has all necessary power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Target of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Target of the Transactions have been duly and validly authorized by all necessary corporate action, including approval by the Target Board, and no other corporate proceedings on the part of the Target are necessary to authorize this Agreement, each such other Transaction Document or to consummate the Transactions. This Agreement and each such other Transaction Document have been duly and validly executed and delivered by the Target and, assuming the due authorization, execution and delivery by SPAC, PubCo, and Purchasers constitutes a legal, valid and binding obligation of the Target, enforceable against the Target in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). To the knowledge of the Target, no state, provincial, federal, domestic or foreign takeover statute is applicable to the Transactions, except as otherwise contemplated herein.

36

(f) No Conflict; Required Filings and Consents.

(i) The execution and delivery by the Target of this Agreement and each Ancillary Agreement to which it is a party does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL or the Luxembourg Law and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 3.3(f)(ii) the performance of this Agreement and each such Ancillary Agreement by the Target will not (i) conflict with or violate the Organizational Documents of the Target or any Target Subsidiary, (ii) conflict with or violate any Law applicable to the Target or any Target Subsidiary or by which any property or asset of the Target or any Target Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any property or asset of the Target or any Target Subsidiary pursuant to, any Material Contract, except (in case of clause (ii) and (iii)) for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Target Material Adverse Effect.

(ii) The execution and delivery by the Target of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement by the Target will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover Laws, rules and regulations of Nasdaq, the notification requirements of applicable Antitrust Laws, if any, and filing and recordation of appropriate documents or other documents as required by the SEC, DGCL, and (ii) as and where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent the Target from performing its material obligations under this Agreement and each such other Transaction Document.

37

(g) Permits; Compliance. Each of the Target and the Target Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Target or the Target Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Target Permits”). No suspension or cancellation of any of the Target Permits is pending or, to the knowledge of the Target, threatened in writing. Neither the Target nor any Target Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Target or any Target Subsidiary or by which any property or asset of the Target or any Target Subsidiary is bound or affected, or (b) any Target Permit, except as and where such conflict, default, breach or violation, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent the Target from performing its material obligations under this Agreement and each such other Transaction Document. Since January 1, 2017, neither the Target nor any Target Subsidiary has received any written notices from any Governmental Authority alleging violation of any applicable Laws and to the knowledge of the Target, no employee of the Target or any Target Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law.

(h) Financial Statements.

(i) The Target has made available to Purchasers true and complete copies of the consolidated balance sheets of the Target and the Target Subsidiaries as of December 31, 2020 and 2019, and the related consolidated income statements and cash flows of the Target and the Target Subsidiaries for the years ended December 31, 2020 and 2019 (the “Consolidated Financial Statements”), which are attached as Schedule 3.3(h)(i). The Consolidated Financial Statements (including the notes thereto) (a) were prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (b) fairly present, in all material respects, the financial position, results of operations and cash flows of the Target and the Target Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.

(ii) Except as and to the extent set forth on the Consolidated Financial Statements, neither the Target nor any Target Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with the Accounting Principles except for (i) liabilities that were incurred in the ordinary course of business or in connection with the Transactions since December 31, 2020, (ii) obligations for future performance under any contract to which the Target or any Target Subsidiary is a party or (iii) any other liabilities and obligations which individually or in the aggregate, would not have a Target Material Adverse Effect.

38

(iii) (i) Neither the Target nor any Target Subsidiary nor, to the Target’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Target or any Target Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Target, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Target or any Target Subsidiary that the Target or any Target Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Target Board or any committee thereof other than in the ordinary course with the accounting or auditing firms engaged on behalf of the Target and the Target Subsidiaries.

(iv) To the knowledge of the Target, no employee of the Target or any Target Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Target, any Target Subsidiary or, to the knowledge of the Target, any officer, employee, contractor, subcontractor or agent of the Target or any such Target Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Target or any Target Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).

(i) Absence of Certain Changes or Events. Since December 31, 2020 and prior to the date of this Agreement, except as otherwise reflected in the Financial Statements, actions or omissions taken as a result of COVID-19 and COVID-19 Measures, or as expressly contemplated or permitted by this Agreement, (a) the Target and the Target Subsidiaries have conducted their respective businesses in the ordinary course and in a manner consistent with past practice in all material respects, (b) the Target and the Target Subsidiaries have not sold, assigned or otherwise transferred any right, title, or interest in or to any of their material assets (including Intellectual Property and Business Systems) other than non-exclusive licenses or assignments or transfers in the ordinary course of business, and (c) there has not been any Target Material Adverse Effect.

39

(j) Absence of Litigation. As of the date hereof, there is no material litigation, proceeding, cause of action, lawsuit, audit, assessment or reassessment, petition, complaint, charge, grievance, prosecution, demand, hearing, written notice, inquiry, investigation, subpoena, summons, inspection, or administrative or other similar proceeding, mediation or arbitration (including any appeal or application for review) of any kind or nature, in law or in equity (an “Action”), pending or, to the knowledge of the Target, threatened in writing against the Target or any Target Subsidiary, or any property or asset of the Target or any Target Subsidiary, before any Governmental Authority. As of the date hereof, neither the Target nor any Target Subsidiary nor any material property or asset of the Target or any Target Subsidiary is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Target, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

(k) Employee Benefit Plans.

(i) Schedule 3.3(k)(i) sets forth a true and complete list of the Target Equity Plan and all other bonus, stock option, stock purchase, restricted stock, equity or equity-based, incentive, deferred compensation, retiree medical or life insurance, retirement, supplemental retirement, severance, retention, separation, change in control, health, welfare, fringe benefit, sick pay and vacation plans or arrangements or other material employee benefit plans, programs, ex gratia promises, policies, agreements or arrangements, whether formal or informal, in each case which are maintained, sponsored by, or contributed to by (or for which there is an obligation to contribution to by) the Target or any Target Subsidiary for the benefit of any current or former employee, officer, director, individual independent contractor and/or consultant, or with respect to which the Target or any Target Subsidiary has or could incur any present or future liability (contingent or otherwise) (collectively, the “Plans”).

(ii) With respect to each Plan, the Target has made available to Purchasers, if applicable, a list of all relevant Plans together with (i) a true and complete copy of the current plan document and all amendments thereto and each trust or other funding arrangement, and (ii) any material non-routine correspondence from any Governmental Authority with respect to any Plan within the past three (3) years.

(iii) Neither the execution and delivery of this Agreement nor the other Transaction Documents nor the consummation of the Transactions will or could reasonably be expected to (alone or in combination with any other event) (i) result in (A) an increase in the amount of compensation or benefits to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (B) any payment or benefit becoming due to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (C) the acceleration of the vesting, funding or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; or (D) any increased or accelerated funding obligation with respect to any Plan; or (ii) limit the right to merge, amend or terminate any Plan.

40

(iv) None of the Plans provide for, nor does the Target nor any Target Subsidiary have or reasonably expect to have any liability or obligation to provide any post-employment or post-service health or welfare benefits or retiree medical or life insurance to any current or former employee, officer, director, individual independent contractor or consultant of the Target or any Target Subsidiary after termination of employment or service except (i) as set forth in any existing employment or severance agreement or (ii) as may be required under applicable Law for which the covered individual pays the full cost of coverage.

(v) In all material respects, (i) each Plan has been established, maintained and administered in accordance with its terms and in compliance with the requirements of all applicable Laws and (ii) other than routine claims for benefits in the ordinary course of business, no actions, litigation, claims, lawsuits, audits, inquiries, arbitrations, investigations, or proceedings are pending or, to the knowledge of Target, threatened, from any Governmental Authority in connection with any Plan or by or on behalf of any participant in any Plan, or otherwise involving or relating to any Plan or the assets of any Plan or any trust thereunder or the plan sponsor or plan administrator of any Plan (acting in such individual’s capacity as plan sponsor or plan administrator) and, to the knowledge of the Target, no facts or circumstances exist that could reasonably be expected to give rise to any such action, litigation, claim, lawsuit, audit, inquiry, arbitration, investigation or proceeding.

(vi) Except as would not result in material liability to the Target and the Target Subsidiaries, taken as a whole, either individually or in the aggregate, there have been no acts or omissions by the Target or Target Subsidiary with respect to any Plan that have given or could reasonably be expected to give rise to any fines, penalties or related charges under applicable Law.

(vii) All material liabilities or expenses of the Target or any Target Subsidiary in respect of any Plan which have not been paid have been properly accrued on the Target’s or any Target Subsidiary’s most recent financial statements in compliance with the Accounting Principles. With respect to each Plan, all material contributions or payments (including all employer contributions, employee salary reduction contributions, and premium or benefit payments) that are due or are required to be made under the terms of any Plan or in accordance with applicable Laws have been made within the time periods prescribed by the terms of each such Plan and applicable Laws, as the case may be, except as would not result in material liability to the Target, and all such contributions or payments that are not yet due or required to be made under the terms of any Plan or in accordance with applicable Laws have been properly accrued in accordance with the Accounting Principles, applied on a consistent basis, and reflected on the Target’s or any Target Subsidiary’s audited financial statements.

41

(l) Labor and Employment Matters.

(i) Schedule 3.3(l)(i) contains a correct and complete list of all Employees of the Target and any Target Subsidiary as of the date hereof, setting forth for each such individual the following: (i) name; (ii) job title; (iii) date of birth; (iv) hire date or date the contract of employment began; (v) gross annual salary; and (vi) variable compensation; (vii) notice period; (viii) vacation entitlement; and (ix) details of which company employs each Employee. As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all Employees of the Target and any Target Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Target’s financial statements).

(ii) Schedule 3.3(l)(ii) contains a correct and complete list of all the self-employees (the “Self-Employees”) acting for the Target as of the date hereof, together with the type of activity/service provided by each of them and the relevant compensation. The relationships with the Self-Employees and the consultants of the Target (the “Consultants”) have been established, conducted and remunerated in accordance with applicable Law and with the terms and conditions of the relevant agreements.

(iii) (i) There are no Actions pending or, to the knowledge of the Target, threatened against the Target or any Target Subsidiary by any of their respective current or former Employees, Self-Employees and Consultants, or any class of the foregoing, which Actions would be material to the Target and the Target Subsidiaries, taken as a whole; (ii) neither the Target nor any Target Subsidiary is, nor have been for the past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Target or any Target Subsidiary, nor, to the knowledge of the Target, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no material unfair labor practice complaints pending against the Target or any Target Subsidiary before the competent Labor Court; (iv) there has never been, nor, to the knowledge of the Target, has there been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Target, by or with respect to any employees of the Target or any Target Subsidiary; and (v) the Target has not incurred any actual or contingent liability in connection with any termination of employment of its Employees or former Employees (including redundancy payments or failure to comply with any order for reinstatement or re-engagement of any Employee).

42

(iv) (i) The Target and the Target Subsidiaries are and for the past three (3) years have been in compliance in all respects with all applicable Laws relating to the employment, employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings, immigration, working time regulations including meal and rest breaks, minimum salary regulation set forth by the applicable National Collective Bargaining Agreement, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and where required, maintain adequate and up to date records which will be available on Closing and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (ii) to the knowledge of the Target, no employee of the Target has been or is being investigated in connection with any misconduct, nor subject to any disciplinary action in connection with such misconduct, that would be expected to have a Target Material Adverse Effect.

(v) To the Target’s knowledge, the Target and the Target Subsidiaries are in all material respects in compliance with any Laws, recommendations or guidance issued by any applicable Governmental Authority relating in any way to the work of Employees or procedures for returning to work for Employees with respect to COVID-19.

(vi) No notice to terminate the contract of employment of any Employee of the Target (whether given by the relevant employer or by the Employee) is pending, outstanding or threatened.

(vii) Except with respect to the Target Equity Plans, the Target is not a party to, bound by or proposing to introduce in respect of any of its directors, Employees any share option, profit sharing, bonus commission or any other scheme relating to the profit or sales of the Target.

(viii) True, complete and accurate copies of all form contracts, and any contracts that contain material deviations from such form contracts, which apply to Employees have been provided and the Target has not offered, promised or agreed to any future variation in the contract of any Employee.

(m) Real Property; Title to Assets.

(i) None of the Target nor any of the Target Subsidiaries has owned or presently owns (i) fee simple title to any real property or (ii) any ground lease interest under or pursuant to a ground lease.

43

(ii) Schedule 3.3(m)(ii) lists the street address of each parcel of Leased Real Property, and also identifies with respect to each Leased Real Property, each lease, sublease, license or other contractual arrangement under which such Leased Real Property is occupied or used (each, a “Lease”), including the date of and legal name of each of the parties to such Lease, and each guaranty, amendment, restatement, modification or supplement thereto (collectively, the “Lease Documents”). True, correct and materially complete copies of all Lease Documents have been made available to Purchasers.

(iii) The Leased Real Property constitutes all material interests in real property currently used, occupied or held for use in connection with the business of the Target or Target Subsidiaries as it was conducted prior to the COVID-19 pandemic and necessary for the continued operation of the business of the Target or the Target Subsidiaries, as applicable. The Leased Real Property, including all buildings, fixtures and other improvements constituting a part thereof, is in good operating condition, except for ordinary wear and tear, without structural defects and is suitable, sufficient and appropriate for its current and contemplated uses. All mechanical and other systems located at the Leased Real Property are in good operating condition, except for ordinary wear and tear, and no condition exists requiring material repairs (other than routine maintenance) or material alterations thereof. No Leased Real Property is subject to any sublease, license or right of occupancy in favor of any third party.

(iv) The Target or the applicable Target Subsidiary has a valid, binding and enforceable, subject to the Remedies Exceptions, leasehold interest under each of the Leases, free and clear of all Liens other than Permitted Liens. Each Lease is in full force and effect and is the valid, binding and enforceable, subject to the Remedies Exceptions, obligation of each party thereto in accordance with its terms. The Target or the applicable Target Subsidiary has accepted full possession of each individual Leased Real Property and is currently occupying and using same pursuant to the terms of the applicable Lease. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such Lease, which has not been re deposited in full. All “landlord work” and “tenant work” or other improvements or construction required or contemplated by each Lease has been completed in accordance with the applicable Lease and accepted by the Target or the applicable Target Subsidiary. None of the Target nor any of the Target Subsidiaries, nor to the Target’s knowledge, any other person is in material breach or material violation of, or default under, any Lease and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both). No party to any material Lease has exercised any termination rights with respect thereto, and no such party has given written notice of any outstanding material dispute with respect to any Lease. Following the consummation of the Transactions, the Target or the applicable Target Subsidiary will have a valid, binding and enforceable, subject to the Remedies Exceptions, leasehold interest under each of the Leases, free and clear of all Liens other than Permitted Liens, and full right to possess and use the Leased Real Property in accordance with the Lease.

44

(v) The Target or the applicable Target Subsidiary has all certificates of occupancy, permits, licenses, certificates of authority, authorizations, approvals, registrations, and other similar consents issued by or obtained from any Governmental Authority necessary for the current use and operation of the Leased Real Property in all material respects. The Leased Real Property is in compliance in all material respects with all applicable Laws, including, fire, health, building, use, occupancy, subdivision and zoning laws.

(vi) There do not exist any actual or, to the Target’s knowledge, threatened condemnation or eminent domain proceedings that affect any Leased Real Property or any part thereof, and none of the Target nor any of the Target Subsidiaries has received any written notice of the intention of any Governmental Authority or other person to take or use any Leased Real Property or any part thereof or interest therein.

(vii) The Target or the Target Subsidiaries, as applicable, have not received any written notice from any insurance company that has issued a policy with respect to any Leased Real Property (i) requiring performance of any structural or other repairs or alterations to such Leased Real Property that have not been completed, (ii) increasing the premiums payable under such insurance policy as a result of the current or proposed use of the Leased Real Property insured under such insurance policy or (iii) cancelling such insurance policy.

(viii) None of the Target nor any of the Target Subsidiaries, nor any of their respective affiliates owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign or dispose of any portion of or interest in the Leased Real Property or the Leases.

(n) Intellectual Property.

(i) Schedule 3.3(n)(ii) contains a true, correct and complete list of all of the following: (i) registered Intellectual Property rights and applications for registrations of Intellectual Property rights that are owned or purported to be owned by the Target or the Target Subsidiaries (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar); (ii) all contracts or agreements to use any Target-Licensed IP, including for the Software or Business Systems of any other person, that are material to the business of the Target or the Target Subsidiaries as currently conducted (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost or aggregate annual license and maintenance fees of less than $150,000); and (iii) to the extent not covered in clause (ii), any Software or Business Systems, owned or purported to be owned or licensed by the Target or any Target Subsidiary that is material to the business of the Target or any Target Subsidiary as currently conducted that would have a replacement cost of more than $150,000 and (iv) unregistered proprietary Software owned or purported to be owned by the Target or any Target Subsidiary that is material to, and required to operate, the business of the Target and the Target Subsidiaries as of the date hereof. To the knowledge of the Target, the Target IP constitutes all material Intellectual Property rights used in the operation of the business of the Target and the Target Subsidiaries and is sufficient for the conduct of such business as currently conducted and contemplated to be conducted as of the date hereof in all material respects.

45

(ii) The Target or any one of the Target Subsidiaries solely and exclusively owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Target-Owned IP and has the right to use, pursuant to a written license, all Target-Licensed IP and Business Systems, including Software. All Target-Owned IP is subsisting and, to the knowledge of the Target, valid and enforceable. No loss or expiration of any of the Target-Owned IP, or, to the Target’s knowledge, any of the Target-Licensed IP, is threatened in writing, or, other than upon expiration of its statutory term in the ordinary course, pending.

(iii) The Target and each of its applicable Target Subsidiaries take reasonable actions to maintain, protect, and enforce Intellectual Property rights, including the secrecy, confidentiality and value of its trade secrets and other Confidential Information in all material respects. Neither the Target nor any Target Subsidiaries have disclosed any trade secrets or other Confidential Information that is material to the business of the Target and any applicable Target Subsidiaries to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information or intentionally in the conduct of the Target’s business in the ordinary course including the marketing, sale, distribution and maintenance of Products.

(iv) (i) To the Target’s knowledge, there have been no claims properly filed and served, or threatened in writing (including email) to be filed, against the Target or any Target Subsidiary in any forum, by any person (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any of the Target IP, or (B) alleging any infringement or misappropriation of, or other conflict with, any Intellectual Property rights of other persons (including any material demands or offers to license any Intellectual Property rights from any other person); (ii) to the Target’s knowledge, the operation of the business of the Target and the Target Subsidiaries (including the Products) has not and does not infringe, misappropriate or violate, any Intellectual Property rights of other persons; (iii) to the Target’s knowledge, no other person has infringed, misappropriated or violated any of the Target-Owned IP; and (iv) neither the Target nor any of the Target Subsidiaries has received any formal written opinions of counsel regarding any of the foregoing.

46

(v) All persons who have contributed, created, conceived, or otherwise developed any Target-Owned IP have executed valid, written agreements with the Target or one of the Target Subsidiaries, pursuant to which such persons agreed to assign to the Target or the applicable Target Subsidiary all of their entire right, title, and interest in and to any Intellectual Property contributed, created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Target or the applicable Target Subsidiary. There are no outstanding Actions, and, to the Target’s knowledge, no circumstances that exist that would give rise to any Action, for any compensation or other payments to such person in relation to any Target IP that such person has contributed, created, conceived or otherwise developed. To the Target’s knowledge, no employee, independent contractor, or agent of the Target or the Target Subsidiaries has misappropriated any material trade secrets of the Target or the Target Subsidiaries in the course of his or her performance as an employee, independent contractor, or agent, and no employee, independent contractor, or agent of the Target or the Target Subsidiaries is in material default or material breach of any material term of any employment agreement, nondisclosure agreement, assignment of invention agreement, or similar agreement or contract to the extent relating to the protection, ownership, development, use or transfer of Target IP.

(vi) The Target and Target Subsidiaries do not use and have not used any Open Source Software or any modification or derivative thereof in a manner that would (i) grant or purport to grant to any other person any rights to or immunities under any of the Target IP, or (ii) require the Target or any Target Subsidiary to disclose or distribute the source code to any Business Systems or Product components, to license or provide the source code to any of the Business Systems or Product components for the purpose of making derivative works, or to make available for redistribution to any person the source code to any of the Business Systems or Product components at no or minimal charge other than use of Open Source Software that is intentionally limited to libraries, which use does not impose any licensing restrictions regarding use of proprietary software developed using such libraries.

(vii) The Target or one of the Target Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all Business Systems, and such Business Systems are sufficient for the immediate and anticipated future needs of the business of the Target or any of the Target Subsidiaries as currently conducted by the Target or the Target Subsidiaries. The Target and each of the Target Subsidiaries maintain commercially reasonable disaster recovery and business continuity plans, procedures and facilities, and since January 1, 2019, there has not been any material failure with respect to any of the Business Systems that has not been remedied or replaced in all material respects. The Target and each of the Target Subsidiaries have purchased a sufficient number of seat licenses for their Business Systems.

47

(viii) The Target and each of the Target Subsidiaries comply in all material respects with (i) all applicable Data Protection Laws (including any data collected in connection with COVID-19 screening pursuant to the recommendation issued by the Italian Data Protection authority), (ii) any applicable GDPR privacy or other policies adopted by the Target or the Target Subsidiary, respectively, concerning the collection, dissemination, storage or use of Personal Data, and (iii) all contractual commitments that the Target or any Target Subsidiary has entered into or is otherwise bound with respect to Data Protection Laws. The Target and the Target Subsidiaries have each implemented reasonable data security safeguards designed to protect the security and integrity of its Business Systems and any Business Data in material compliance with the GDPR provisions. Since January 1, 2017, neither the Target nor any of the Target Subsidiaries has (x) experienced any material data security breaches that were required to be reported under applicable Data Protection Laws or customer contracts; or (y) been subject to or received written notice of any audits, proceedings or investigations by any Governmental Authority or any customer, or received any material claims or complaints regarding the collection, dissemination, storage or use of Personal Information, or the violation of any applicable Data Protection Laws in any material respect.

(ix) The Target or one of the Target Subsidiaries has all rights to use the Business Data, in whole or in part, in the manner in which the Target and the Target Subsidiaries receive and use such Business Data prior to the Closing Date in all material respects.

(o) Taxes.

(i) The Target and each of the Target Subsidiaries: (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that the Target or any of the Target Subsidiaries are otherwise obligated to pay, except with respect to Taxes that are (whether or not such Taxes have been reported on any Tax returns) being contested in good faith and are disclosed in Schedule 3.3(o)(i) and no material penalties or charges are due with respect to the late filing of any Tax Return required to be filed by or with respect to any of them on or before the Closing; (iii) with respect to all material Tax Returns filed by or with respect to any of them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which assessment or deficiency has not yet been resolved; and (iv) do not have any deficiency, audit, examination, investigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

48

(ii) Neither the Target nor any Target Subsidiary is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) that will have continuing effect after the Closing (other than among any of the Target and the Target Subsidiaries) or has a potential liability or obligation to any other person (other than the Target and the Target Subsidiaries) as a result of or pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract, arrangement or commitment the primary purpose of which does not relate to Taxes.

(iii) To the Knowledge of the Target, as of the date hereof, none of the Target and the Target Subsidiaries are required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period or portion thereof ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-United States income Tax law) in existence on or prior to the Closing Date; (vi) any use of an improper method of accounting use for any tax period or portion thereof ending or ended on or prior to the Closing Date; or (vii) income arising or accruing prior to the Closing and includable after the Closing under Subchapter K, Section 951, 951A or 956 of the Code.

(iv) Each of the Target and the Target Subsidiaries has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes, including all reporting and recordkeeping requirements related thereto.

49

(v) Neither the Target nor any of the Target Subsidiaries has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return (other than a group of which the Target was the common parent).

(vi) Neither the Target nor any of the Target Subsidiaries has any material liability for the Taxes of any person (other than the Target and the Target Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(vii) Neither the Target nor any of the Target Subsidiaries has any request for a material ruling in respect of Taxes pending between the Target or any Target Subsidiary and any Tax authority.

(viii) The Target has made available to Purchasers true, correct and complete copies of the income Tax Returns filed by the Target and the Target Subsidiaries for tax years 2018, 2019 and 2020.

(ix) Neither the Target nor any of the Target Subsidiaries has within the last two (2) years distributed stock of another person, or has had its 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 Section 361 of the Code.

(x) Neither the Target nor any of the Target Subsidiaries has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2), or any corresponding or similar provision of state, local or non-United States Law.

(xi) Neither the IRS nor any other United States or non-United States taxing authority or agency has asserted in writing or, to the knowledge of the Target or any of the Target Subsidiaries, has threatened to assert against the Target or any Target Subsidiary any deficiency or claim for any Taxes or interest thereon or penalties in connection therewith, which is still pending or unresolved.

(xii) There are no Tax liens upon any assets of the Target or any of the Target Subsidiaries except for Permitted Liens.

(xiii) Equity interests in the Target are not United States real property interests within the meaning of Section 897(c)(1) of the Code. None of the Target and the Target Subsidiaries: (i) has received written notice from a non-United States taxing authority that it has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized, or (ii) has received written notice from a jurisdiction where it does not file Tax Returns that it is subject to Tax in that jurisdiction. None of the Target and the Target Subsidiaries has made an election under Section 965(h) of the Code.

50

(xiv) The Target and each Target Subsidiary is, and has been since its formation, treated as a foreign corporation for United States federal income tax purposes other than D-Orbit, Inc.

(xv) Neither the Target nor any of the Target Subsidiaries has taken or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger and the Exchanges from qualifying for the Intended Tax Treatment.

(xvi) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 3.3(o) and in Section 3.3(k) (to the extent related to Taxes) shall constitute the only representations and warranties by the Target and the Target Subsidiaries with respect to Taxes.

(p) Environmental Matters. Except as would not have a Target Material Adverse Effect, (a) each of the Target and the Target Subsidiaries is and has been since January 1, 2019 in compliance with all applicable Environmental Laws; (b) each of the Target and the Target Subsidiaries has obtained and is in compliance with all permits, licenses, franchises, grants, exemptions, registrations, accreditations and other authorizations required under Environmental Laws (“Environmental Permits”) to own, lease and operate its properties and to carry on its business, and each such Environmental Permit is in full force and effect, free from breach, and will not be adversely affected by the Transactions; (c) neither the Target nor any Target Subsidiary has received written notice from any person regarding any actual or alleged violation of, or liability under, any Environmental Law, the subject of which has not been fully resolved; (d) except for regulatory orders of general applicability, neither the Target nor any Target Subsidiary is subject to any order, writ, judgment, injunction, decree, determination or award applicable to it or with respect to its assets arising under Environmental Law under which any material obligation remains unsatisfied; (e) to the knowledge of the Target, none of the properties currently or formerly owned, leased or operated by the Target or any Target Subsidiary are contaminated with any Hazardous Substance in violation of applicable Environmental Laws or in a manner that requires or would reasonably be expected to require reporting, investigation, remediation, monitoring or other response action by the Target or any Target Subsidiary pursuant to applicable Environmental Laws; (f) neither the Target nor any Target Subsidiary has handled, stored, transported, disposed of, arranged for or permitted the disposal of, or Released any Hazardous Substances, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to material liability under any Environmental Law; (g) to the knowledge of the Target, the Transactions will not result in any liabilities for site investigation or cleanup, or require the consent of any Person, pursuant to any so-called “transaction-triggered” or “responsible property transfer” requirements in any Environmental Laws; (h) neither the Target nor any Target Subsidiary has, either expressly or by operation of Law, assumed or undertaken any material liability, including any obligation for corrective or remedial action, of any other person relating to Environmental Laws.

51

(q) Material Contracts.

(i) Schedule 3.3(q)(i) lists, as of the date of this Agreement, the following types of contracts and agreements to which the Target or any Target Subsidiary is a party, excluding for this purpose, any purchase orders submitted by customers (such contracts and agreements as are required to be set forth Schedule 3.3(q)(i) along with any Plan listed on Schedule 3.3(k)(i) being the “Material Contracts”):

(A) each contract and agreement with consideration paid or payable to the Target or any of the Target Subsidiaries of more than €250,000, in the aggregate, in the prior or current fiscal year;

(B) each contract and agreement with Suppliers for expenditures paid or payable by the Target or any Target Subsidiary, including those relating to the design, development, manufacture or sale of any Products of the Target or any Target Subsidiary, of more than €200,000, in the aggregate, in the prior or current fiscal year;

(C) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research,

marketing consulting and advertising contracts and agreements to which the Target or any Target Subsidiary is a party that are material to the business of the Target;

(D) all management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Target or any Target Subsidiary or income or revenues related to any Product of the Target or any Target Subsidiary to which the Target or any Target Subsidiary is a party;

(E) all (i) employment agreements pursuant to which an employee is entitled to receive base annual compensation in excess of €150,000; and (ii) consulting agreements pursuant to which an independent contractor is entitled to receive annual payments in excess of € 150,000; and (iii) severance agreements that provide for mandatory or potential severance payments in excess of €150,000.

(F) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than €250,000;

52

(G) all material definitive partnership, joint venture or similar agreements;

(H) all contracts and agreements with any Governmental Authority to which the Target or any Target Subsidiary is a party, other than any Target Permits;

(I) all collective bargaining agreements or other contracts with any union, works council or labor organization;

(J) all contracts and agreements that limit, or purport to limit, the ability of the Target or any Target Subsidiary to compete in any material respect in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses;

(K) all leases or master leases of personal property reasonably likely to result in annual payments of €250,000 or more in a 12-month period;

(L) all contracts involving use of any Target-Licensed IP required to be listed in Schedule 3.3(n)(ii)(B);

(M) all contracts or agreements under which the Target has agreed to purchase goods or services from a Supplier or other person on a preferred supplier or “most favored supplier” basis; or

(N) contracts which involve the license or grant of rights to Target-Owned IP by the Target or the Target Subsidiaries, but excluding any nonexclusive licenses (or sublicenses) of Target-Owned IP granted to customers in the ordinary course of business.

(ii) Except as would not be material to the Target and the Target Subsidiaries, taken as a whole, (i) each Material Contract is a legal, valid and binding obligation of the Target or the Target Subsidiaries (subject to the Remedies Exception) and, to the knowledge of the Target, the other parties thereto, and neither the Target nor any Target Subsidiary is in breach or violation of, or default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the Target’s knowledge, no other party is in breach or violation of, or default under, any Material Contract; and (iii) the Target and the Target Subsidiaries have not received any written or to the knowledge of the Target, oral claim of default under any such Material Contract. The Target has furnished or made available to Purchasers true and materially complete copies of all Material Contracts, including amendments thereto that are material in nature.

53

(iii) The Target has not altered or amended any Material Contract in response to COVID-19 and no counterparty to any Material Contract has sought to or threatened in writing or, to the knowledge of the Target, otherwise threatened to renegotiate any Material Contract or threatened non-performance under any Material Contract, in each case, as a result of COVID-19.

(r) Insurance. Except as would not have a Target Material Adverse Effect: (a) each policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; and (b) neither the Target nor any Target Subsidiary is in breach or default, and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the policy.

(s) Board Approval; Vote Required. The Target Board, by resolutions duly adopted by unanimous vote of the full Target Board at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent in lieu of a meeting, has duly (a) determined that this Agreement and the Transactions are in the best interests of the Target, and (b) approved this Agreement and the Transactions. No approval or vote is required by the Target Shareholders to approve or adopt this Agreement.

(t) Certain Business Practices.

(i) None of the Target, any Target Subsidiary or, to the Target’s knowledge, any directors, officers, agents or employees of the Target or any Target Subsidiary, has:

(A) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity;

(B) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any applicable Anti-Corruption Laws; or

(C) made any payment in the nature of bribery.

(ii) The Target, any Target Subsidiary and, to the Target’s knowledge, their respective directors, officers, agents and employees, are in material compliance with Anti-Corruption Laws and Anti-Money Laundering Laws, including with regard to financial recordkeeping and reporting requirements in all jurisdictions in which the Target and any Target Subsidiary conducts business.

(iii) None of the Target, any Target Subsidiary, nor, to the Target’s knowledge, any of their respective directors, officers, agents or employees: (i) is or has been subject to any action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Anti-Corruption Laws or Anti-Money Laundering Laws; or (ii) made a voluntary, directed, or involuntary disclosure to any governmental authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Anti-Corruption Laws or Anti-Money Laundering Laws.

54

(iv) The Target as well as its respective affiliates have instituted and maintain in effect policies and procedures reasonably designed to achieve compliance with Anti-Corruption Laws and Anti-Money Laundering Laws.

(u) Interested Party Transactions. Except for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the ordinary course of business and pursuant to any Plan or as set forth in Schedule 3.3(u), no director, officer or other affiliate of the Target or any Target Subsidiary, to the Target’s knowledge, has or has had, directly or indirectly: (a) an economic interest in any person that has furnished or sold, or furnishes or sells, services or Products that the Target or any Target Subsidiary furnishes or sells, or proposes to furnish or sell; (b) an economic interest in any person that purchases from or sells or furnishes to, the Target or any Target Subsidiary, any goods or services; (c) a beneficial interest in any contract or agreement disclosed in Schedule 3.3(q)(i); or (d) any contractual or other arrangement with the Target or any Target Subsidiary, other than customary indemnity arrangements; provided, however, that ownership of no more than five percent (5%) of the outstanding voting stock of a publicly traded corporation shall not be deemed an “economic interest in any person” for purposes of this Section 3.3(u). As of the date of this Agreement, the Target and the Target Subsidiaries have not (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Target, or (ii) materially modified any term of any such extension or maintenance of credit.

(v) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Target or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents or the Business Combination. The Purchasers have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.3(v) that may be due in connection with the transactions contemplated by the Transaction Documents or the Business Combination.

55

(w) Sanctions, Import Control, and Export Control Laws.

(i) None of the Target, any Target Subsidiary, nor any of their respective directors, officers, employees or agents was in the past five years or is a Restricted Person.

(ii)   None of the Target nor any Target Subsidiary, is in material violation of, or has materially violated in the past five years, Sanctions Laws, Import Controls Laws, or Export Control Laws.

(iii) None of the Target nor any Target Subsidiary:

(A) is or has been in the past five years subject to any written action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Sanctions Laws, Import Control Laws, or Export Control Laws; or

(B) in the past five years made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Sanctions Laws, Import Control Laws, or Export Control Laws.

(x) Government Contracts. To the knowledge of the Target, during the past two (2) years, neither the Target nor any Target Subsidiary has (a) materially breached or materially violated any Law, certification, representation, clause, provision or requirement pertaining to any Government Contract as applicable to the Target or Target Subsidiary; (b) been suspended or debarred from bidding on Government Contracts by a Governmental Authority; (c) received written notice of any audit or investigation by any Governmental Authority with respect to any Government Contract (other than routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to such Government Contract); (d) conducted or initiated any internal investigation or made any disclosure with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract; (e) received from any Governmental Authority or any other Person any written notice of material breach, cure, show cause or default with respect to any Government Contract; (f) had any Government Contract terminated by any Governmental Authority or any other Person for default or failure to perform; (g) received any small business set-aside contract, any other set-aside contract or other order or contract requiring small business or other preferred bidder status or (h) entered any Government Contracts payable on a cost-reimbursement basis. To the knowledge of the Target, there are no material outstanding written claims or disputes in connection with the Target’s Government Contracts. To the knowledge of the Target, there are no outstanding or unsettled written allegations of fraud, false claims or overpayments nor any investigations or audits by any Governmental Authority with regard to any of the Government Contracts (other than routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to such Government Contract).

(y) No Side Letters. Neither the Target nor any Affiliates of the Target have entered into any side letter or similar agreement with any Person in connection with the issuance or transfer of securities to such Person in connection with a direct or indirect investment in PubCo or the Target.

56

(z) Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Section 3.3 (as modified by the Target Disclosure Schedule), the Target hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Target, its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Purchasers, its affiliates or any of their respective Representatives by, or on behalf of, the Target, and any such representations or warranties are expressly disclaimed.

The Target acknowledges and agrees that the representations contained in this Section 3.3 shall not modify, amend or affect such Purchaser’s right to rely on the Target’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Documents.

3.4 Representations and Warranties of SPAC. Except as set forth in SPAC’s disclosure schedules (the “SPAC Disclosure Schedule”) or in any public filings filed by PubCo or SPAC with the Commission (including the Registration Statement, which SPAC Disclosure Schedules and public filings shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the SPAC Disclosure Schedules or any such public filings (it being understood and agreed that information disclosed in any Section of the SPAC Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of the SPAC Disclosure Schedule to which such disclosure would reasonably pertain or if its relevance to such other Section is reasonably apparent on the face of such disclosure), SPAC hereby represents and warrants to the Purchasers as follows:

(a) Corporate Organization.

(i) SPAC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. SPAC has all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such governmental approval or be so qualified or licensed and in good standing would not have a SPAC Material Adverse Effect

(ii) SPAC does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture, business association or other person.

57

(b) Certificate of Incorporation and By-laws. SPAC has heretofore furnished to the Lead Purchaser complete and correct copies of the SPAC Organizational Documents. The SPAC Organizational Documents are in full force and effect. SPAC is not in violation of any of the provisions of the SPAC Organizational Documents in any material respect.

(c) Capitalization.

(i) As of the date hereof, the authorized capital stock of SPAC consists of (i) 100,000,000 shares of SPAC Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of SPAC Preferred Stock, par value $0.0001 per share. As of the date of this Agreement, (A) 14,625,000 shares of SPAC Common Stock are issued and outstanding (which includes 11,500,000 shares subject to Redemption Rights), (B) no shares of SPAC Preferred Stock are issued and outstanding, (C) no shares of SPAC Common Stock are held in the treasury of SPAC, (D) 11,500,000 redeemable warrants to purchase SPAC Common Stock and 5,425,000 private placement warrants to purchase SPAC Common Stock are issued and outstanding and (E) 11,500,000 SPAC Rights. Each SPAC Warrant is exercisable for the number of shares of SPAC Common Stock stated in each SPAC Warrant at an exercise price of $11.50 per share.

(ii) All outstanding shares of SPAC Common Stock, SPAC Warrants and SPAC Rights (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) are not subject to any preemptive rights, (iii) have been issued and granted in compliance with all applicable securities Laws and other applicable Laws and (iv) were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the SPAC Organizational Documents.

(iii) Other than the SPAC Warrants, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of SPAC or obligating SPAC to issue or sell any shares of capital stock of, or other equity interests in, SPAC. SPAC is not a party to, or otherwise bound by, and has not granted, any equity appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of SPAC Common Stock or any of the equity interests or other securities of SPAC. SPAC does not own any equity interests in any person.

(iv) Other than Redemption Rights, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Common Stock or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any persons.

58

(d) Authority Relative to this Agreement. SPAC has all necessary corporate power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, subject to obtaining the Requisite SPAC Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by SPAC of this Agreement and the Ancillary Agreements to which it is a party and the consummation by SPAC of the Transactions have been duly and validly authorized by all necessary corporate action, including approval by the SPAC Board, and no other corporate proceedings on the part of SPAC is necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the Transactions (other than the Requisite SPAC Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Target, Holdco and Merger Sub, constitutes a legal, valid and binding obligation of SPAC, enforceable against SPAC, in accordance with its terms subject to the Remedies Exceptions.

(e) No Conflict; Required Filings and Consents.

(i) Subject to obtaining the requisite consent of the SPAC Stockholders to approve the SPAC Proposals and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the execution and delivery by SPAC of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by SPAC will not, (i) conflict with or violate the SPAC Organizational Documents, (ii) assuming that all consents, approvals,

authorizations and other actions described in Section 3.4(e)(ii) have been obtained and all filings and obligations described in Section 3.4(e)(ii) have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to SPAC or by which any of its property or assets is bound or affected in any material respect, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC or any of its property or assets is bound or affected, except, in each case as would not have a SPAC Material Adverse Effect.

(ii) The execution and delivery by SPAC of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by SPAC will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, Exchange Act, Blue Sky Laws, stock exchange and state takeover laws, and filing and recordation of appropriate merger documents as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a SPAC Material Adverse Effect.

59

(f) Compliance. SPAC is not or has not been in conflict with, or in default, breach or violation of, (a) any Law applicable to SPAC or by which any property or asset of SPAC is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC or any property or asset of SPAC is bound. SPAC and is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for SPAC to own, lease and operate its properties or to carry on its business as it is now being conducted. No employee, officer, director or agent of SPAC has been debarred or otherwise forbidden by any applicable Law or any Governmental Authority from involvement in the operations in a business similar to the business of the Target and the Target Subsidiaries.

(g) SEC Filings; Financial Statements; Sarbanes-Oxley.

(i) Except as set forth on Schedule 3.4(g), SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since November 23, 2020, together with any amendments, restatements or supplements thereto (collectively, the “SPAC SEC Reports”). SPAC has heretofore furnished to the Lead Purchaser true and correct copies of all amendments and modifications that have not been filed by SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) complied with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of SPAC has filed with the SEC on a timely basis all documents required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

(ii) Each of the financial statements (including, in each case, any notes thereto) contained in the SPAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC.

60

(iii) Except as and to the extent set forth in the SPAC SEC Reports, SPAC has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of SPAC’s business.

(iv) SPAC is in compliance with the applicable listing and corporate governance rules and regulations of Nasdaq Capital Market.

(v) SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act.

(vi) SPAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Lead Purchaser a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involves management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since December 31, 2019, there have been no material changes in SPAC internal control over financial reporting.

61

(vii) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(viii) Neither SPAC (including any employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing.

(ix) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. To the knowledge of SPAC, none of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

(h) Absence of Certain Changes or Events. Since June 30, 2020, except as expressly contemplated by this Agreement, (a) SPAC has conducted its business in the ordinary course and in a manner consistent with past practice in all material respects and (b) there has not been any SPAC Material Adverse Effect.

(i) Absence of Litigation. There is no Action pending or, to the knowledge of SPAC, threatened against SPAC, or any property or asset of SPAC, before any Governmental Authority. Neither SPAC nor any material property or asset of SPAC is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of SPAC, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

62

(j) Board Approval; Vote Required.

(i) The SPAC Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests of SPAC and the SPAC Stockholders, (ii) approved this Agreement, the SPAC Proposals and the Transactions and declared their advisability, (iii) recommended that the SPAC Stockholders approve and adopt this Agreement, the SPAC Proposals and the Transactions, and directed that this Agreement, the SPAC Proposals and the Transactions, be submitted for adoption and approval by the SPAC Stockholders at the SPAC Stockholders’ Meeting, and (iv) adopted a resolution having the effect of causing the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203 of the DGCL) not to apply to the execution, delivery or performance of this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement (the “SPAC Board Recommendation”).

(ii)   The only vote of the holders of any class or series of capital stock of SPAC necessary to effect the Transactions contemplated by this Agreement are the Requisite SPAC Stockholder Approvals.

(iii) SPAC has taken all action required to be taken by it so that the restrictions on “business combinations” (as defined in Section 203 of the DGCL) are inapplicable to this Agreement, the Merger and the other Transactions. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statue or regulation or any anti-takeover provision in SPAC’s Organizational Documents is applicable to this Agreement, the Merger or the other Transactions. SPAC does not have in effect any stockholder rights plan, “poison pill” or similar plan or arrangement.

(k) Brokers. Except as set forth in Schedule 3.4(k), no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of SPAC.

63

(l) SPAC Trust Fund. As of the date of this Agreement, SPAC has no less than $116,000,000 in the trust fund established by SPAC for the benefit of its public stockholders (the “Trust Fund”) maintained in a trust account at UBS Financial Services Inc. (the “Trust Account”). The monies of such Trust Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by the Trustee pursuant to that certain Investment Management Trust Agreement, dated as of November 23, 2020, by and between SPAC and the Trustee (the “Trust Agreement”). The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, subject to the Remedies Exceptions. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or the Trustee. There are no separate contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied) (a) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or (b) to the knowledge of SPAC, that would entitle any person (other than stockholders of SPAC who shall have elected to redeem their shares of SPAC Common Stock pursuant to the SPAC Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (i) to pay income and franchise taxes from any interest income earned in the Trust Account and (ii) upon the exercise of Redemption Rights in accordance with the provisions of the SPAC Organizational Documents. As of the date hereof, there are no Actions pending or, to the knowledge of SPAC, threatened in writing with respect to the Trust Account. There are no claims, proceedings or other Actions pending with respect to, or against, the Trust Fund and, to the knowledge of SPAC, there are no events, circumstances or conditions that would reasonably result in any such claim, proceeding or other Action. Upon consummation of the Merger and notice thereof to the Trustee pursuant to the Trust Agreement, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to SPAC as promptly as practicable, the Trust Funds in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however that the liabilities and obligations of SPAC due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (A) to SPAC Stockholders who shall have exercised their Redemption Rights, (B) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (C) to the Trustee for fees and costs incurred in accordance with the Trust Agreement; (D) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its efforts to effect the Merger and (E) to underwriters to pay deferred underwriting fees incurred in connection with SPAC’s initial public offering. As of the date hereof, assuming the accuracy of the representations and warranties of the Target herein and the compliance by the Target with its respective obligations hereunder, SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC at the Closing.

(m) Employees. Other than any officers of SPAC as described in the SPAC SEC Reports, SPAC has never employed any employees. Other than consultants and advisors retained in the ordinary course of business (including in connection with the Transactions) or as described in the SPAC SEC Reports, SPAC has never retained any contractors. Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf in an aggregate amount not in excess of the amount of cash held by SPAC outside of the Trust Account, SPAC has no unsatisfied material liability with respect to any employee, officer or director. SPAC has never and does not currently maintain, sponsor, contribute to or have any direct liability under any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), nonqualified deferred compensation plan subject to Section 409A of the Code, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements. The execution and delivery of this Agreement nor the other Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment becoming due to any director, officer or employee of SPAC, (ii) result in the acceleration of the time of payment or vesting of any such benefits, or (iii) give rise to any “excess parachute payment” within the meaning of Section 280G of the Code. There is no contract, agreement, plan or arrangement to which SPAC is a party which requires payment by any party of a Tax gross-up or Tax reimbursement payment to any person.

64

(n) Taxes.

(i) SPAC (i) has duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) has timely paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that SPAC is otherwise obligated to pay, except with respect to current Taxes that are not yet due and payable or are otherwise being contested in good faith; (iii) with respect to all material Tax Returns filed by or with respect to it, has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which assessment or deficiency has not yet been resolved; and (iv) does not have any deficiency, audit, examination, investigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

(ii)   SPAC is not party to, bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) or has a potential liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract, arrangement or commitment the primary purpose of which does not relate to Taxes.

(iii) To the knowledge of SPAC, as of the date hereof, SPAC is not required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; or (iii) installment sale made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-United States income Tax law) in existence on or prior to the Closing Date; (vi) any use of an improper method of accounting use for any tax period or portion thereof ending or ended on or prior to the Closing Date; or (vii) income arising or accruing prior to the Closing and includable after the Closing under Subchapter K, Section 951, 951A or 956 of the Code.

65

(iv) SPAC has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes, including all reporting and record keeping requirements related thereto.

(v) SPAC has not been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return.

(vi) SPAC does not have any material liability for the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(vii) SPAC does not have any request for a material ruling in respect of Taxes pending between SPAC, on the one hand, and any Tax authority, on the other hand.

(viii) SPAC has made available to the Lead Purchaser true, correct and complete copies of the U.S. federal income Tax Returns filed by SPAC for the 2020 tax year.

(ix) SPAC has not since its incorporation distributed stock of another person, or had its 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 Section 361 of the Code.

(x) SPAC has not engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(xi) There are no Tax liens upon any assets of SPAC except for Permitted Liens.

(xii) SPAC (A) is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(2) or (B) has not received written notice from a jurisdiction where it does not file Tax Returns that it is subject to Tax in that jurisdiction. SPAC has not made an election under Section 965(h) of the Code.

(xiii) SPAC has not taken or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger and the Exchange from qualifying for the Intended Tax Treatment.

66

(xiv) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 3.4(n)(xiv) shall constitute the only representations and warranties by SPAC with respect to Taxes.

(o) Listing. The issued and outstanding shares of SPAC Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “BREZ”. The issued and outstanding SPAC Rights are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “BREZR”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “BREZW”. As of the date of this Agreement, there is no Action pending or, to the knowledge of SPAC, threatened in writing against SPAC by the Nasdaq Capital Market or the SEC with respect to any intention by such entity to deregister the shares of SPAC Common Stock, SPAC Warrants or SPAC Rights or terminate the listing of SPAC on the Nasdaq Capital Market. None of SPAC or any of its affiliates has taken any action in an attempt to terminate the registration of the shares of SPAC Common Stock, the SPAC Warrants or the SPAC Rights under the Exchange Act.

(p) Prior Business Operation. SPAC has limited its activities in all material respects to those activities (a) contemplated in the prospectus of SPAC, dated as of November 23, 2020, or (b) otherwise necessary to consummate the Transactions.

(q) SPAC Material Contracts.

(i) The SPAC SEC Reports include true and complete copies of each “material contract” (as such term is defined in Regulation S-K of the SEC) to which SPAC is party (the “SPAC Material Contracts”).

(ii)   Each SPAC Material Contract is in full force and effect and, to the knowledge of SPAC, is valid and binding upon and enforceable against each of the parties thereto (subject to the Remedies Exception), except insofar as enforceability may be limited by the Remedies Exceptions. True and complete copies of all SPAC Material Contracts have been made available to the Lead Purchaser.

(r)   Investment Company Act. SPAC is not an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each case within the meaning of the Investment Company Act of 1940.

(s) Proxy Statement/Prospectus and Registration Statement. None of the information relating to SPAC supplied by SPAC in writing for inclusion in the Proxy Statement/Prospectus or Registration Statement will, as of the date the Registration Statement is made effective, as of the date the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the SPAC Stockholders, at the time of the SPAC Stockholders’ Meeting, or at the Merger Effective Time, contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that SPAC makes no representation with respect to any forward-looking statements supplied by or on behalf of SPAC for inclusion in, or relating to information to be included in the Proxy Statement/Prospectus or Registration Statement.

67

Article IV

OTHER AGREEMENTS OF THE PARTIES

4.1   Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with Luxembourg Law and federal securities laws. Additionally, the Debentures shall not be transferred or assigned to any competitor, supplier or customer of Target, PubCo or any of their Subsidiaries without the prior written consent of Target or PubCo. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144 (once available), to PubCo or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Target or PubCo may require the transferor thereof to provide to the Target or PubCo an opinion of counsel selected by the transferor and reasonably acceptable to the Target or PubCo, the form and substance of which opinion shall be reasonably satisfactory to the Target or PubCo, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of any transfer as permitted under this Agreement, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement. Each Purchaser further acknowledges that because PubCo is a holding company, Rule 144 may not be available to such Purchaser for the resale of the Securities until the one year anniversary following the applicable filing announcing the consummation of the Combination Transactions.

68

(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

(c) PubCo acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of PubCo and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, PubCo will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities

69

(d) Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for PubCo to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the). PubCo shall cause PubCo’s counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. As it relates to sales by a Purchaser pursuant to Rule 144, such Purchaser shall provide all reasonable and customary documentation required by PubCo’s counsel to render its Rule 144 opinion in connection with the sale of Underlying Shares. If all or any portion of a Debenture is converted or Warrant or Callable Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 without the requirement for PubCo to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. PubCo agrees that following the Effective Date or at such time as such legend is no longer required under Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to PubCo or the Transfer Agent of a Underlying Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Underlying Shares that are free from all restrictive and other legends. PubCo may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System or such other established clearing corporation as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on PubCo’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of Underlying Shares, as applicable, issued with a restrictive legend.

(e) If PubCo fails to issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date the Underlying Shares so delivered to PubCo by such Purchaser that is free from all restrictive and other legends pursuant to and as required by Section 4.1(d), then either, at the option of such Purchaser, (i) PubCo shall pay to such Purchaser in cash, as partial liquidated damages and not as a penalty, for each $2,000 of Underlying Shares (based on the VWAP of the Ordinary Shares on the date such Underlying Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day ten (10) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until Underlying Shares are delivered without a legend or, (ii) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares that such Purchaser anticipated receiving from PubCo without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Underlying Shares that PubCo was required to deliver to such Purchaser by the Legend Removal Date pursuant to and in accordance with Section 4.1(d) multiplied by (B) the lowest closing sale price of the Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Purchaser to PubCo of the applicable Underlying Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

70

(f) Each Purchaser, severally and not jointly with the other Purchasers, agrees with PubCo that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from Securities as set forth in this Section 4.1. Is predicated upon PubCo’s reliance upon this understanding and on compliance with the Purchaser’s representations and warranties contained in Section 3.2.

4.2 Acknowledgment of Dilution. PubCo acknowledges that the issuance of the Securities may result in dilution of the share capital of PubCo, which dilution may be substantial under certain market conditions. PubCo further acknowledges that its obligations under the Transaction Documents, including its obligation to issue the Underlying Shares pursuant to the Transaction Documents (i) are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim PubCo may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other shareholders of PubCo.

4.3 Furnishing of Information; Public Information. At any time during the period commencing from the one (1) year anniversary of the date when PubCo makes the applicable filing with the Commission announcing the closing of the Business Combination and ending at such time that all of the Securities may be sold without the requirement for PubCo to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if PubCo shall fail for any reason to satisfy the current public information requirement under Rule 144(c), and PubCo shall fail to satisfy any condition set forth in Rule 144(i)(2) that are required  for the Purchasers to transfer the Underlying Shares pursuant to Rule 144 (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, PubCo shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required  for the Purchasers to transfer the Underlying Shares pursuant to Rule 144.  The payments to which a Purchaser shall be entitled pursuant to this Section 4.3 are referred to herein as “Public Information Failure Payments.”  Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including a decree of specific performance and/or injunctive relief.

71

4.4 Conversion and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants or Callable Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or Callable Warrants or convert the Debentures, in accordance with Luxembourg Law. Without limiting the preceding sentences, no ink-original Notice of Exercise or Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise or Notice of Conversion form be required in order to exercise the Warrants or Callable Warrants or convert the Debentures. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants or Callable Warrants or convert their Debentures. PubCo shall honor exercises of the Warrants or Callable Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.5 Securities Laws Disclosure; Publicity. SPAC shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby and pursuant to the Business Combination Agreement, and (b) file a Current Report on Form 8-K, including the Business Combination Agreement and other material agreements to be filed as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, PubCo represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by PubCo, the Target or any of the Subsidiaries or Target Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, PubCo acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between PubCo, any of the Subsidiaries or Target Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. PubCo and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither PubCo nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of PubCo, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of PubCo, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, PubCo shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case PubCo shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

72

4.6 Shareholder Rights Plan. No claim will be made or enforced by PubCo or, with the consent of PubCo, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by PubCo, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between PubCo and the Purchasers.

4.7 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and the Business Combination Agreement, which shall be disclosed pursuant to Section 4.5, PubCo covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or PubCo reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with PubCo to keep such information confidential. PubCo understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of PubCo. To the extent that PubCo, any of the Subsidiaries or Target Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, PubCo hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to PubCo, any of the Subsidiaries or Target Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to PubCo, any of the Subsidiaries or Target Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. PubCo understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of PubCo.

4.8 Use of Proceeds. PubCo shall use the net proceeds from the sale of the Securities hereunder primarily for working capital purposes and shall not use such proceeds primarily for: (a) the satisfaction of any portion of SPAC’s debt (other than payment of trade payables in the ordinary course of SPAC’s business and prior practices), (b) the redemption of any Ordinary Shares or Ordinary Share Equivalents, (c) the settlement of any outstanding material litigation or (d) the settlement of any claims relating to violation of FCPA or OFAC regulations.

73

4.9 Indemnification of Purchasers. Subject to the provisions of this Section 4.9, PubCo will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all Losses that any such Purchaser Party may suffer or incur following the Closing as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by PubCo or the Target in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder or shareholder of PubCo or the Target who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify PubCo in writing, and PubCo shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by PubCo in writing, (ii) PubCo has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of PubCo and the position of such Purchaser Party, in which case PubCo shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. PubCo will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without PubCo’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred.

4.10 Reservation and Listing of Securities; Shareholder Approval.

(a) PubCo shall maintain a reserve of the Required Minimum from its duly authorized share capital for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.

(b) If, on any date, the number of authorized but unissued Ordinary Shares able to be issued under PubCo’s authorized share capital is less than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to convene a general meeting of the shareholders of PubCo in order to amend PubCo’s articles of association to increase the amount of authorized capital of PubCo to at least the Required Minimum at such time, as soon as possible.

74

(c) PubCo shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of Ordinary Shares upon their issuance, (ii) take all steps necessary to cause such Ordinary Shares to be approved for listing or quotation on such Trading Market as soon as possible upon/after their issuance, (iii) provide to the Purchasers evidence of such listing or quotation and (iv) maintain the listing or quotation of such Ordinary Shares. PubCo agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 Participation in Future Financing.

(a) From the Closing Date until the date that is the four (4) year anniversary of the Closing Date, upon any issuance by PubCo or any of its Subsidiaries of Ordinary Shares or Ordinary Share Equivalents for cash consideration, indebtedness or a combination of units thereof other than an Exempt Issuance (such financings other than any Exempt Issuances, a “Subsequent Financing”), each Purchaser shall have the right to participate in the Subsequent Financing up to an amount equal to 2.5% of the Subsequent Financing pro rata based on such Purchaser’s Subscription Amount (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing.

(b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, PubCo shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, PubCo shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

75

(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to PubCo by not later than 5:30 p.m. (New York City time) on the fifth (5^th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If PubCo receives no such notice from a Purchaser as of such fifth (5^th) Trading Day, such Purchaser shall be deemed to have notified PubCo that it does not elect to participate.

(d) If by 5:30 p.m. (New York City time) on the fifth (5^th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then PubCo may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

(e) If by 5:30 p.m. (New York City time) on the fifth (5^th) Trading Day after all of the Purchasers have received the Pre-Notice, PubCo receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser has the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum.  “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

(f) PubCo must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice.

(g) PubCo and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude one or more of the Purchasers from participating in a Subsequent Financing, including provisions whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities of PubCo or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser.

(h) Notwithstanding anything to the contrary in this Section 4.11 and unless otherwise agreed to by such Purchaser, PubCo shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to PubCo or any of its Subsidiaries.

76

(i) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

4.12 Variable Rate Transactions. From the date hereof until the earlier of: (a) the date the Debentures are no longer outstanding and (b) the later of (i) the three (3) year anniversary of the date hereof and (ii) the date that less than fifty percent (50)% of the original principal amount of Debentures issued hereunder remains outstanding, each of PubCo, SPAC or the Target shall be prohibited from effecting or entering into an agreement to effect any issuance by PubCo of Ordinary Shares or Ordinary Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction other than the issuance of the Callable Warrants and the issuance of up to an additional $70 million of Debentures and Warrants pursuant to this Agreement. Any Purchaser shall be entitled to obtain injunctive relief against PubCo to preclude any such issuance, which remedy shall be in addition to any right to collect damages. Notwithstanding any other provision in any Transaction Document, other than in connection with fulfilling the closing condition set forth in Section 2.3(b)(viii), no Purchaser shall have any consent or approval right with respect to the issuance of equity securities by PubCo prior to or following the Closing Date so long as such issuance does not constitute a Variable Rate Transaction.

4.13 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Documents. Further, PubCo shall not make any payment of principal or interest on the Debentures in amounts which are disproportionate to the respective principal amounts outstanding on the Debentures at any applicable time. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by PubCo and negotiated separately by each Purchaser, and is intended for PubCo to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.14 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of PubCo’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by PubCo pursuant to the initial press release as described in Section 4.5, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary other than the obligations regarding Short Sales set forth in Section 4.20, PubCo expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of PubCo after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of PubCo in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5 and (iii) no Purchaser has any duty of confidentiality or duty not to trade in the securities of PubCo to PubCo or its Subsidiaries after the issuance of the initial press release as described in Section 4.5.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

77

4.15 Notice of Disqualification Events. PubCo will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to PubCo.

4.16 Books and Records. Prior to the Closing, the Target will keep proper books of record and account, in which full and complete entries shall be made of all financial transactions and the asset and business of the Target and Target Subsidiaries in accordance with the requirements under the Accounting Principles.

4.17 Target Covenant. Until the Closing Date, in addition to, but not in substation of, each covenant of SPAC and/or any of its Subsidiaries hereunder, the Target hereby covenants to each Purchaser that the covenants set forth in this Article IV that are reasonably apparent should apply to Target and/or are not applicable to a public company such as SPAC shall apply to the Target and/or any of its Target Subsidiaries, as applicable, mutatis mutandis (including with any securities of SPAC and/or any of its Subsidiaries, as applicable, referred to therein deemed to be securities of the Target and/or any of its Target Subsidiaries, as applicable). For the avoidance of doubt, this Section 4.17 shall not relieve SPAC or any of its Subsidiaries of any of its obligations pursuant to this Section 4.17 with respect to itself, its Subsidiaries or any of their securities, as applicable.

78

4.18 Trust Account Waiver. Each Purchaser, severally and not jointly with the other Purchasers, hereby represents and warrants that they have reviewed the final prospectus of SPAC, dated as of November 20, 2020 and filed with the Commission (File No. 333-249677) (“SPAC Prospectus”) and understands that SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “SPAC Business Combination”) or in connection with an extension of its deadline to consummate a SPAC Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a SPAC Business Combination within 24 months after the closing of the IPO and is subject to further extension by amendment to SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to SPAC after or concurrently with the consummation of a SPAC Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, such Purchaser hereby agrees that notwithstanding anything to the contrary contained in this Agreement, such Purchaser does not now and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Shares, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent such Purchaser commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Agreement, the transactions contemplated hereby or the sale of the Securities, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, such Purchaser hereby acknowledges and agrees that such Purchaser’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit such Purchaser (or any person claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 4.18 to the contrary, nothing herein shall be deemed to limit such Purchaser’s right, title, interest or claim to the Trust Account by virtue of such Purchaser’s record or beneficial ownership of Ordinary Shares acquired by any means other than pursuant to this Agreement, including any redemption right with respect to any such securities of SPAC.

4.19 Subsidiary Guaranty. In the event that PubCo forms any subsidiaries that are Significant Subsidiaries in the United States, upon formation thereof and before any transfer of assets to such Significant Subsidiary, such Subsidiary shall execute a subsidiary guaranty for the benefit of the holders of the Debentures, in form and substance reasonably satisfactory to a majority in interest of the then holders of the Debentures.

4.20 No Short Sales. Each Purchaser agrees, severally and not jointly, and not with any other Purchaser, that during the period when such Purchaser is the owner of any Debentures, Warrants or Callable Warrants such Purchaser and its Affiliates shall not directly or indirectly, engage in any Short Sales of the Ordinary Shares; provided that following the receipt or delivery of the applicable notice with respect to the conversion or exercise of the Debenture, Warrant or Callable Warrant, such Purchaser may engage in sales of the Underlying Shares to be received in connection with such conversions or exercises, as applicable that do not constitute Short Sales (ie. “short exempt” sales).

79

Article V
MISCELLANEOUS

5.1 Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Agreement; or (b) such date and time as the Business Combination Agreement is terminated in accordance with its terms; or (c) written notice by either party to the other party to terminate this Agreement if the transactions contemplated by this Agreement are not consummated on or prior to the twelve (12) month anniversary of the date hereof; provided that (i) nothing herein will relieve any party hereto from liability for any willful breach hereof prior to the time of termination, and each party hereto will be entitled to any remedies at law or in equity to recover Losses arising from such breach. PubCo shall notify the Lead Purchaser of the termination of the Business Combination Agreement promptly after the termination of such agreement and (ii) the provisions of Article V of this Agreement will survive any termination of this Agreement and continue indefinitely.

5.2 Fees and Expenses. At the Closing, PubCo has agreed to reimburse the Lead Purchaser in the event that the transactions hereunder are consummated, in an amount of up to $250,000, and in the event that this Agreement is terminated pursuant to Section 5.1, $100,000, in each case for the Lead Purchaser’s documented, reasonable legal fees and expenses, $35,000 of which has been paid prior to the date hereof and shall be credited by the Lead Purchaser towards such fees and expenses. In the event the transactions hereunder are consummated, at Closing, these such expenses constitute an undisputed, liquid, due and payable claim against PubCo. Accordingly, in lieu of the foregoing payments, the aggregate amount that the Lead Purchaser is to pay for the Securities at the Closing shall be reduced by the applicable amount in lieu thereof. Additionally, within 3 Business Days of the date hereof, Target shall pay to the Lead Purchaser a commitment fee of $250,000 which shall be refundable in the event that this Agreement is terminated pursuant to Section 5.1 and neither PubCo, SPAC nor the Target have breached any provisions of this Agreement prior thereto. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. PubCo shall pay all Transfer Agent fees (including any fees required for same-day processing of any instruction letter delivered by PubCo and any conversion or exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

80

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by PubCo, the Target and Purchasers which purchased at least 50.1% in interest of the Debentures based on the initial Subscription Amounts hereunder (or, prior to the Closing, PubCo, the Target and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and PubCo and the Target.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

81

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither PubCo nor the Target may assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third Party Beneficiaries. The Placement Agents shall be the third-party beneficiary of the representations and warranties of PubCo in Section 3.1, the representations and warranties of the Purchasers in Section 3.2 and the representations and warranties of the Target in Section 3.3. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.9 and this Section 5.8.

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the issuance of Ordinary Shares of PubCo shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg, and any disputes arising out of or in connection with the issuance of Ordinary Shares of PubCo shall be submitted exclusively to the courts of the City of Luxembourg, Grand Duchy of Luxembourg. Notwithstanding the preceding sentence, all questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof other than Section 5-1401 of the General Obligations Law of the State of New York. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of twelve (12) months after the Closing Date.

82

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Replacement of Securities. If any certificate or instrument evidencing any Securities (if any) is mutilated, lost, stolen or destroyed, PubCo shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to PubCo of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers, PubCo and the Target will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.15 Payment Set Aside. To the extent that PubCo makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to PubCo, a trustee, receiver or any other Person under any law (including any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

83

5.16 Usury. To the extent it may lawfully do so, PubCo hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of PubCo under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that PubCo may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by PubCo to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to PubCo, the manner of handling such excess to be at such Purchaser’s election.

5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with PubCo through EGS. EGS does not represent any of the Purchasers and only represents the Lead Purchaser. PubCo has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of PubCo and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between PubCo and a Purchaser, solely, and not between PubCo and the Purchasers collectively and not between and among the Purchasers.

84

5.18 Liquidated Damages. PubCo’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of PubCo and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.19 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share or share splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.

5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

5.22 Additional Purchasers. On or before the Closing Date, the Company may accept Subscription Amounts from additional purchasers acceptable to the Lead Purchaser up to an amount such that the aggregate Subscription Amounts of all Purchasers under this Agreement does not exceed, in the aggregate, $100,000,000. Such additional purchasers shall enter into an assumption agreement in a form and substance reasonably satisfactory to the SPAC, the Target, PubCo and the Lead Purchaser which assumption agreement shall add such additional purchaser as a “Purchaser” to this Agreement with the same force and effect as if originally named as a Purchaser hereunder and pursuant to which such new Purchaser, the SPAC, the Target and PubCo shall expressly assume all respective obligations and liabilities hereunder and shall be deemed to make the representations and warranties contained hereunder as if made on and as of such date.

(Signature Pages Follow)

85

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BREEZE HOLDINGS ACQUISITION CORP.
By:	/s/ J. Douglas Ramsey
	Name:	J. Douglas Ramsey, Ph.D.
	Title:	Chief Executive Officer

Address for Notice:

Breeze Holdings Acquisition Corp.

955 W. John Carpenter Fwy., Suite 100-929

Irving, TX 75039

Attention: J. Douglas Ramsey, Ph.D.

Email: doug@breezeacquisition.com

with a copy to:

Woolery & Co.

1 PIER 76

408 12TH AVE

NEW YORK, NY 10018

Attention: Mathew J. Saur

Email: mathew@wooleryco.com

and

Schiff Hardin LLP

901 K Street NW

Suite 700

Washington, D.C. 20001

Attn: Ralph V. De Martino, Esq.

Email: RDeMartino@schiffhardin.com

86

D-ORBIT S.P.A.
By:	/s/ Luca Rossettini
	Name:	Luca Rossettini, Ph.D.
	Title:	Chief Executive Officer

D-ORBIT S.A.
By:	/s/ Pierre Margue
	Name:	Pierre Margue
	Title:	Director

Address for Notice:

D-Orbit S.p.A.

Viale Risorgimento, 57

22073 Fino Mornasco CO, Italy

Attention: Luca Rossettini; Catherine Doldirina

Email: luca.rossettini@d-orbit.space;

catherine.doldirina@dorbit.space

D-Orbit S.A.

9, rue de Bitbourg, L1273 Luxembourg

Grand Duchy of Luxembourg

Attention: Board of Directors

Email: james@seraphim.vc; pierremargue@gmail.com;

luca.rossettini@d-orbit.space

with a copy to:

K&L Gates LLP

599 Lexington Avenue

New York, New York

Attention: Robert S. Matlin, Esq.

Email: Robert.Matlin@klgates.com

[Signature Page to Securities Purchase Agreement]

87

[PURCHASER SIGNATURE PAGES TO ORBIT SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: DO SPV XVII LLC (f/k/a BT SPV XVII LLC)

Signature of Authorized Signatory of Purchaser: /s/ Kerry Propper

Name of Authorized Signatory: Kerry Propper

Title of Authorized Signatory: Authorized Signer

Email Address of Authorized Signatory: ****************

Address for Notice to Purchaser: ****************

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount: $29,126,214

Principal Amount (1.03 x Subscription Amount): $30,000,000

Warrant Shares: 2,400,000 Beneficial Ownership Blocker ☒ 4.99% or ☐ 9.99%

EIN Number: **-*******

88

Exhibit A

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: __________, 2022

Original Conversion Price (subject to adjustment herein): $12.00

$_______________

ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE

DUE __________, 2026¹

THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is [one of a series of] duly authorized and validly issued Original Issue Discount Convertible Debenture of D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (the “Company”), designated as its Original Issue Discount Convertible Debenture due __________, 2026 (this debenture, [and, collectively with the other debentures of such series,] the “Debenture”).

FOR VALUE RECEIVED, the Company promises to pay to ________________________ or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $_______________ on _________, 2026 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. This Debenture is subject to the following additional provisions:

¹ 4-year anniversary.

A-1

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

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

“Alternate Consideration” shall have the meaning set forth in Section 5(e).

“Bankruptcy Event” means with respect to the Company, any insolvency proceedings such as bankruptcy, faillite, insolvency, winding-up, liquidation, moratorium, controlled management, gestion contrôlée, suspension of payment, sursis de paiement, voluntary arrangement with creditors, concordat préventif de la faillite, fraudulent conveyance, general settlement with creditors, reorganisation or similar orders or proceedings affecting the rights of creditors generally and any orders or proceedings in jurisdictions other than Luxembourg having similar effects; or with respect to any Significant Subsidiary (a) any Significant Subsidiary commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to any Significant Subsidiary, (b) there is commenced against any Significant Subsidiary any such case or proceeding that is not dismissed within 90 days after commencement, (c) any Significant Subsidiary is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) any Significant Subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 90 calendar days after such appointment, (e) any Significant Subsidiary makes a general assignment for the benefit of creditors, (f) any Significant Subsidiary calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) any Significant Subsidiary admits in writing to Holder that it is generally unable to pay its debts as they become due, (h) any Significant Subsidiary, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Base Conversion Price” shall have the meaning set forth in Section 5(b).

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 4(d).

“Board of Directors” means the Board of Directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or the Grand-Duchy of Luxembourg are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

A-2

“Buy-In” shall have the meaning set forth in Section 4(c)(v).

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of control (whether through legal or beneficial ownership of capital of the Company, by contract or otherwise) of in excess of 45% of the voting power of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transaction own less than 55% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company (and all of its Subsidiaries, taken as a whole) sells or transfers all or substantially all of its assets to another Person and the shareholders of the Company immediately prior to such transaction own less than 55% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved pursuant to the articles of association of the Company and Luxembourg law, or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Conversion” shall have the meaning ascribed to such term in Section 4.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Price” shall have the meaning set forth in Section 4(b).

“Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“Conversion Shares” means, collectively, the Ordinary Shares issuable upon conversion of this Debenture in accordance with the terms hereof.

“Debenture Register” shall have the meaning set forth in Section 2(c).

“Dilutive Issuance” shall have the meaning set forth in Section 5(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 5(b).

A-3

“Director’s Approval” means a written decision taken by a director of the Company, pursuant to and within the limits of a delegation of power granted to such director by the Board of Directors in the context of the authorized capital mechanism as set out under the articles of association of the Company in accordance with Luxembourg Law, as may be renewed from time to time.

“Effectiveness Period” shall have the meaning set forth in the Registration Rights Agreement.

“Equity Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Debenture, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Ordinary Shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the Holder, (d) the Ordinary Shares are trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Ordinary Shares on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued Ordinary Shares for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Repayment, the shares issuable upon conversion in full of the Optional Repayment Amount) to the Holder would not violate the limitations set forth in Section 4(d)) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information and (j) in the case of a Forced Conversion, the average daily trading volume of the Ordinary Shares on the principal Trading Market exceeds $2 million during the applicable Threshold Period.

“Event of Default” shall have the meaning set forth in Section 8(a).

“Forced Conversion” shall have the meaning set forth in Section 6(d).

“Forced Conversion Date” shall have the meaning set forth in Section 6(d).

“Forced Conversion Notice” shall have the meaning set forth in Section 6(d).

A-4

“Forced Conversion Notice Date” shall have the meaning set forth in Section 6(d).

“Fundamental Transaction” shall have the meaning set forth in Section 5(e).

“Interest Conversion Rate” means the lesser of (a) the Conversion Price or (b) 100% of the average of the five (5) VWAPs ending on the Trading Day that is immediately prior to the applicable Interest Payment Date.

“Interest Conversion Shares” shall have the meaning set forth in Section 2(a).

“Interest Notice Period” shall have the meaning set forth in Section 2(a).

“Interest Payment Date” shall have the meaning set forth in Section 2(a).

“Interest Share Amount” shall have the meaning set forth in Section 2(a).

“Late Fees” shall have the meaning set forth in Section 2(d).

“Luxembourg Law” shall mean the Luxembourg law of 10 August 1915 on commercial companies, as amended.

“Mandatory Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Debenture, plus all accrued and unpaid interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of this Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts due and liquidated damages owing in respect of this Debenture.

“New York Courts” shall have the meaning set forth in Section 9(d).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

“Optional Repayment” shall have the meaning set forth in Section 6(a).

“Optional Repayment Amount” means the sum of (a) 110% of the then outstanding principal amount of this Debenture, (b) accrued but unpaid interest and (c) all other amounts due and owing in respect of this Debenture.

A-5

“Optional Repayment Date” shall have the meaning set forth in Section 6(a).

“Optional Repayment Notice” shall have the meaning set forth in Section 6(a).

“Optional Repayment Notice Date” shall have the meaning set forth in Section 6(a).

“Optional Repayment Period” shall have the meaning set forth in Section 6(a).

“Ordinary Share Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred or preference shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Original Issue Date” means the date of the first issuance of the Debentures, regardless of any transfers of any Debenture and regardless of the number of instruments which may be issued to evidence such Debentures.

“Permitted Indebtedness” means any of: (a) the indebtedness evidenced by the Debentures, (b) the Indebtedness set forth on Schedule 3.1(bb), (c) lease obligations and purchase money indebtedness of up to $1,500,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, (d) indebtedness that is expressly subordinate to the Debentures pursuant to a written subordination agreement with the Purchasers that is acceptable to a majority in interest of the then Holders and matures at a date later than the 91^st day following the Maturity Date, (e) intragroup loans between the Company and any of its Subsidiaries, (f) indebtedness incurred in connection with the new facility of the Company and its Subsidiaries provided that such indebtedness is secured, if any, only by such new facility, (g) indebtedness to the Company or any of its Subsidiaries incurred in the aggregate amount of up to $100 million of outstanding indebtedness provided that such indebtedness shall have no equity or equity linked component other than the right to convert or exchange such indebtedness for Ordinary Shares based on an effective conversion or exchange price of not less than $25 per Ordinary Share (subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur during such period), (h) with respect to a specific transaction or related transactions, indebtedness up to, in the aggregate at any given time, $5,000,000, and (i) the issuance of up to an additional $70 million principal amount of Debentures pursuant to an assumption agreement to the Purchase Agreement entered into on or before the Closing Date (and provided that no additional consideration, side letters or substantially different terms shall be offered or granted to such new holders as an inducement to enter into such assumption agreement) provided that (a) the new “Purchasers” are acceptable to the Lead Purchaser and (b) to the extent that the aggregate principal amount of Debentures issued pursuant to the Purchase Agreement (including on the original Closing Date) exceeds $50 million, the principal amount of Permitted Indebtedness allowed pursuant to clause (g) above shall be reduced on a $1 for $1 basis.

A-6

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with the Accounting Principles, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with Permitted Indebtedness under clauses (a), (b), (c), (f) and (g) provided that as to clauses (c) and (f) such Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of January 26, 2022 among the Company and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Original Issue Date, among the Company and the original Holders.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by each Holder as provided for in the Registration Rights Agreement.

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

“Share Delivery Date” shall have the meaning set forth in Section 4(c)(ii).

“Significant Subsidiary” means a subsidiary of the Company that would constitute a significant subsidiary as defined under Rule 1-02(w) of Regulation S-X.

“Successor Entity” shall have the meaning set forth in Section 5(e).

“Threshold Period” shall have the meaning set forth in Section 6(d).

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market and the New York Stock Exchange (or any successors to any of the foregoing).

A-7

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares is then listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of a share of Ordinary Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Section 2. Interest.

a) Payment of Interest in Cash or by Way of Conversion into Ordinary Shares. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 2.75% + the Prime Rate as published by the Wall Street Journal on the Original Issue Date (the “Interest Rate”), which Interest Rate shall be recalculated during each six month period subsequent to the Original Issue Date, per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the Original Issue Date, on each Conversion Date (as to that principal amount then being converted), on each Optional Repayment Date (as to that principal amount then being redeemed) and on the Maturity Date (each such date, an “Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash or, at the Company’s option by way of conversion in accordance with articles 420-23, 420-25 and 420-27 of the Luxembourg Law, in duly authorized, validly issued, fully paid Ordinary Shares at the Interest Conversion Rate, provided, that the interest rate to be used in case of conversion for any such applicable period shall be 7.0% per annum (the dollar amount to be paid in shares, the “Interest Share Amount”) or a combination thereof; provided, however, that payment by way of conversion of interest into Ordinary Shares may only occur if (i) all of the Equity Conditions have been met (unless waived by the Holder in writing) during the 5 Trading Days immediately prior to the applicable Interest Payment Date (the “Interest Notice Period”) and through and including the date such Ordinary Shares are actually issued to the Holder upon a Director’s Approval, (ii) the Company shall have given the Holder notice in accordance with the notice requirements set forth below and (iii) as to such Interest Payment Date, the Company shall have delivered promptly following such Director’s Approval to the Holder’s account with the Depository Trust Company or such other established clearing corporation a number of Ordinary Shares issued pursuant to the conversion of such Interest Share Amount equal to the quotient of (x) the applicable Interest Share Amount divided by the Interest Conversion Rate assuming for such purposes that the Interest Payment Date is the Trading Day immediately prior to the commencement of the Interest Notice Period (the “Interest Conversion Shares”).

A-8

b) Company’s Election to Pay Interest in Cash or by Way of Conversion into Ordinary Shares. Subject to the terms and conditions herein, the decision whether to pay interest hereunder in cash or by way of conversion into Ordinary Shares or a combination thereof shall be at the sole discretion of the Company upon a decision of the Board of Directors. Prior to the commencement of any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to pay interest hereunder on the applicable Interest Payment Date either in cash, by way of conversion of interest into Ordinary Shares or a combination thereof and the Interest Share Amount as to the applicable Interest Payment Date, provided that the Company may indicate in such notice that the election contained in such notice shall apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest Notice Period, the Company’s election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest Payment Date. Subject to the aforementioned conditions, failure to timely deliver such written notice to the Holder shall be deemed an election by the Company to pay the interest on such Interest Payment Date in cash. At any time the Company delivers a notice to the Holder of its election to convert interest into Ordinary Shares, the Company shall timely file a prospectus supplement pursuant to Rule 424 disclosing such election. The aggregate number of Ordinary Shares otherwise issuable to the Holder on an Interest Payment Date shall be reduced by the number of Interest Conversion Shares previously issued to the Holder in connection with such Interest Payment Date.

c) Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Conversion of interest into Ordinary Shares shall otherwise occur pursuant to Section 4(c)(ii) herein and, solely for purposes of the conversion of Interest into shares, the Interest Payment Date shall be deemed the Conversion Date. Interest shall cease to accrue with respect to any principal amount converted, provided that, the Company actually allocates the Conversion Shares within the time period required by Section 4(c)(ii) herein. Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture (the “Debenture Register”). Except as otherwise provided herein, if at any time the Company pays interest partially in cash and by way of conversion of interest into Ordinary Shares to the holders of the Debentures, then such payment of cash shall be distributed ratably among the holders of the then-outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

A-9

d) Late Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full. Notwithstanding anything to the contrary contained herein, if the Company has elected to convert accrued interest into Ordinary Shares but the Company is not permitted to convert accrued interest into Ordinary Shares because it fails to satisfy the conditions for conversion of Interest into Ordinary Shares set forth in Section 2(a) herein, then, at the option of the Holder, the Company, in lieu of issuing Ordinary Shares pursuant to this Section 2 or paying the regularly scheduled interest payment in cash, shall deliver, within three (3) Trading Days of each applicable Interest Payment Date, an amount in cash equal to the product of (x) the number of Ordinary Shares otherwise deliverable to the Holder in connection with the payment of interest due on such Interest Payment Date multiplied by (y) the highest VWAP during the period commencing on the Interest Payment Date and ending on the Trading Day prior to the date such payment is actually made.

e) Prepayment. Except as otherwise set forth in this Debenture, the Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder.

Section 3. Registration of Transfers and Exchanges.

a) Different Denominations. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b) Investment Representations. This Debenture has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

c) Reliance on Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

A-10

Section 4. Conversion.

a) Voluntary Conversion. Following the Original Issue Date, the Company shall have obtained an approval by the Board of Directors for all or partial conversions of this Debenture to be implanted by way of Director’s Approvals. Unless otherwise provided in this Debenture, at any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible, in whole or in part, into Ordinary Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall notify conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted, which is due and payable (the “Converted Amount”) and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date may be the same date as the date of the Conversion Notice; provided that such indicated date is a Trading Day and the Conversion Notice is received by the Company no later than 4:00 p.m. New York City time on the Conversion Date and if either of those requirements are not met, the Conversion Date shall be the Trading Day following the date indicated in such Notice of Conversion. The Converted Amount will reduce the outstanding balance of the Debenture as of the Conversion Date. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To notify desired conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture by an amount equal to the applicable amount converted. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s) and associated issuance of Ordinary Shares. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

b) Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $12.00, subject to adjustment herein, it being understood that such conversion price shall in any case be at least equal to $10.00 (other than adjustments for reverse and forward share splits, recapitalizations and similar transactions, in which case the conversion price shall be at least equal to the par value of the Ordinary Shares) (the “Conversion Price”).

A-11

c) Mechanics of Conversion.

i. Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

ii. Delivery of Conversion Shares Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Ordinary Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Ordinary Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

d) Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company before its receipt of such Conversion Shares on the Share Delivery Date, to withdraw its Notice of Conversion.

A-12

e) Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such issuance shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $2,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the tenth (10th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder withdraws such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

i. Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Ordinary Shares so purchased exceeds (y) the product of (1) the aggregate number of Ordinary Shares that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed withdrawn) or deliver to the Holder the number of Ordinary Shares that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. At the election of the Holder in its sole determination, the Buy-In Payment shall be in lieu of liquidated damages pursuant to Section 4(e) if so elected; provided, however, nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Debenture as required pursuant to and in accordance with the terms hereof.

A-13

ii. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available authorized capital for the sole purpose of issuance upon conversion of this Debenture and conversion of interest into Ordinary Shares on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such amount of remaining authorized capital represented by the aggregate number of Ordinary Shares as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Debenture pursuant to article 420-27 of the Luxembourg Law and payment of interest hereunder. The Company covenants that all Ordinary Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

iii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round down to the next whole share.

A-14

iv. Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

f)   Holder’s Conversion Limitations. The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right to request a conversion of any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon conversion of this Debenture with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) conversion of the remaining, unconverted principal amount of this Debenture beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates or Attribution Parties) and which principal amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Ordinary Shares outstanding.  Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing to the Holder the number of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon conversion of this Debenture. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.

A-15

Section 5. Certain Adjustments.

a) Share Dividends and Share Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions payable in Ordinary Shares or any Ordinary Share Equivalents (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Ordinary Shares into a smaller number of shares or (iv) issues, in the event of a reclassification of Ordinary Shares, any shares of capital of the Company, then the Conversion Price shall be adjusted by multiplying the existing Conversion Price by the quotient obtained by dividing: (I) the issued number of Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately before such event, by (II) the number of Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If, for the period from the date hereof until the earlier of: (i) the date the Debentures are no longer outstanding and (ii) the later of (y) three (3) years from the date hereof and the date that less than fifty percent (50%) of the principal amount of the Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Ordinary Shares or Ordinary Share Equivalents entitling any Person to acquire Ordinary Shares at an effective price per share that is lower than the then Conversion Price (including pursuant to a Variable Rate Transaction) (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Ordinary Shares or Ordinary Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Ordinary Shares at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the second Trading Day following the issuance of any Ordinary Shares or Ordinary Share Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

A-16

c) Subsequent Rights Offerings. If the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property, in each case pro rata to the holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to receive prior written notice of such Purchase Rights no later than forty-five (45) days prior to the notice of the Purchase Rights to the existing holders to allow the Holder to participate in such Purchase Rights with respect to any Conversion Shares the Holder may acquire pursuant to this Debenture prior to such Purchase Rights transaction (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Intentionally Omitted.

e) Fundamental Transaction. If, at any time while this Debenture is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Debenture), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Debenture is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Debenture). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. Notwithstanding anything herein to the contrary, in the event that upon conversion in full of this Debenture the Holder would beneficially own in excess of 9.9% of the Ordinary Shares of the Company, or in excess of 9.9% of the voting equity of the successor entity following the consummation of the Fundamental Transaction (“Successor Entity”), the Company shall issue in lieu of Ordinary Shares, and cause the Successor Company to issue in lieu of voting equity, an equity equivalent instrument (ie. preferred stock or prefunded warrants) that maintains the Holder’s beneficial ownership of the Company or the Successor Entity below 9.9% but provides the economic equivalent of such equity interest. The form of such instrument shall be reasonably satisfactory to the Holder and such instrument shall be fully assumed by the Successor Entity as a condition to the consummation of the Fundamental Transaction.

A-17

f) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding any treasury shares of the Company) issued and outstanding.

g) Notice to the Holder.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend or distribution on or a redemption of the Ordinary Shares in accordance with Luxembourg Law, (C) the Company shall authorize the granting to all holders of the Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company(and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at the registered office of the Company for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least ten (10) calendar days prior to the applicable effective date hereinafter specified, a notice stating (x) the date on which such dividend, distribution, redemption, rights or warrants is to be effected, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares shall be entitled to exchange their shares of the Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to convert this Debenture during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

A-18

Section 6. Repayment and Forced Conversion.

a)Optional Repayment at Election of Company. Subject to the provisions of this Section 6(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Repayment Notice” and the date such notice is deemed delivered hereunder, the “Optional Repayment Notice Date”) of its irrevocable election to repay some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Repayment Amount on the 60^th Trading Day following the Optional Repayment Notice Date (such date, the “Optional Repayment Date”, such 60 Trading Day period, the “Optional Repayment Period” and such Repayment, the “Optional Repayment”). The Optional Repayment Amount is payable in full on the Optional Repayment Date. Additionally, upon any Optional Repayment the Company shall also issue to the Holder an Ordinary Share purchase warrant to subscribe to a number of Ordinary Shares equal to 25% of the principal amount of this Debenture being redeemed divided by the then Conversion Price, with an exercise price equal to 130% of the then Conversion Price and a term of exercise equal to 7.5 years from the date of issuance thereof, otherwise in the form of the Warrant. Such warrant certificate shall be issued within 3 Trading Days of the Repayment and shall have the piggyback registration rights that were provided in connection with the initial Warrants issued to the Holder. The Company may only effect an Optional Repayment if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Repayment Notice Date through to the Optional Repayment Date and through and including the date payment of the Optional Repayment Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Repayment Period, then the Holder may elect to nullify the Optional Repayment Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Repayment Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Repayment Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Repayment in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

A-19

b)Repayment Procedure. The payment of cash or issuance of Ordinary Shares, as applicable, pursuant to an Optional Repayment or shall be payable on the Optional Repayment Date. If any portion of the payment pursuant to an Optional Repayment shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Repayment Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Repayment, ab initio, and, with respect to the Company’s failure to honor the Optional Repayment, the Company shall have no further right to exercise such Optional Repayment. Notwithstanding anything to the contrary in this Section 6, the Company’s determination to redeem in cash or its elections under Section 6(b) shall be applied ratably among the Holders of Debentures. The Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 4 prior to actual payment in cash for any repayment under this Section 6 by the delivery of a Notice of Conversion to the Company.

c)Forced Conversion. Notwithstanding anything herein to the contrary, if after the later of (i) the Effective Date and (ii) the one-year anniversary of the Original Issue Date, the VWAP for each of any 20 out of 30 consecutive Trading Days, which period shall have commenced only after the later of (i) the Effective Date and (ii) the one-year anniversary of the Original Issue Date (such 30 Trading Day period inclusive of the last Trading Day, the “Threshold Period”), exceeds 130% of the then Conversion Price (subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur during such period), the Company may, within 2 Trading Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding principal amount of this Debenture which become due and payable upon the Forced Conversion Notice Date plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest which become due and payable upon the Forced Conversion Notice Date, and other amounts owing to the Holder which become due and payable upon the Forced Conversion Notice Date under this Debenture at the Conversion Price, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Additionally, upon any Forced Conversion, the Company shall also issue to the Holder a Ordinary Shares purchase warrant to purchase up to a number of Ordinary Shares equal to 25% of the principal amount of this Debenture subject to the Forced Conversion divided by the then Conversion Price, with an exercise price equal to 130% of the then Conversion Price and a term of exercise equal to 7.5 years from the date of issuance thereof, otherwise in the form of the Warrant. Such warrant certificate shall be issued within 3 Trading Days of the Forced Conversion and shall have the piggyback registration rights that were provided in connection with the initial Warrants issued to the Holder. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

A-20

Section 7. Negative Covenants. From the Original Issue Date until the earlier of: (i) the date the Debentures are no longer outstanding and (ii) the later of (y) three (3) years from the date hereof and (z) the date that the holders of the Debentures collectively own less than twenty-five percent (25%) of the outstanding principal amount of the Debentures issued on the Original Issue Date remains outstanding, unless the Lead Purchaser shall have otherwise given prior written consent (not to be unreasonably withheld or delayed), if any Event of Default exist or is occurring, the Company shall not, and shall not permit any of the Significant Subsidiaries to, directly or indirectly:

a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

c) amend its organizational documents, including, without limitation, its articles of association, as such articles of association may be amended from time to time, in each case in any manner that materially and adversely affects any rights of the Holder;

d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of Ordinary Shares or Ordinary Share Equivalents other than as to (i) the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents and (ii) repurchases of Ordinary Shares or Ordinary Share Equivalents of any officers and directors of the Company or its Subsidiaries;

e) repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Debentures if on a pro-rata basis, other than (i) regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date or under any other Permitted Indebtedness unless otherwise prohibited thereunder;

A-21

f) enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is approved by a majority of the conflicted directors of the Company (even if less than a quorum otherwise required for board approval);

g) make any distributions of substantial assets to the shareholders of the Company in connection with a spin-off of a new business line of the Company; or

h) enter into any agreement with respect to any of the foregoing.

Section 8. Events of Default.

a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i.any default in the payment of (A) the principal amount of any Debenture or (B) interest, liquidated damages and other amounts owing to a Holder on any Debenture, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 5 Trading Days;

ii.the Company shall fail to observe or perform any other covenant or agreement contained in the Debentures in any material respect (other than a breach by the Company of its obligations to deliver Ordinary Shares to the Holder upon conversion, which breach is addressed in clause (xi) below) or in any Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become aware of such failure;

iii.a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

A-22

iv.any representation or warranty made in this Debenture, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v.the Company or any Significant Subsidiary shall be subject to a Bankruptcy Event;

vi.the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $150,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii.the Ordinary Shares shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five Trading Days;

viii.the Company (and all of its Subsidiaries, taken as a whole) shall be a party to any Change of Control Transaction or Fundamental Transaction;

ix.the Initial Registration Statement (as defined in the Registration Rights Agreement) shall not have been declared effective by the Commission on or prior to the 120th calendar day after the Original Issue Date;

x.if, during the Effectiveness Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration Statement lapses for any reason or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration Rights Agreement) under the Registration Statement for a period of more than 20 consecutive Trading Days or 30 non-consecutive Trading Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the Company, the Registration Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto which information is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional 10 consecutive Trading Days during any 12 month period pursuant to this Section 8(a)(x);

A-23

xi.the Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(c) or any Forced Conversion Date pursuant to Section 6(d) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Debentures in accordance with the terms hereof;

xii.the electronic transfer by the Company of Ordinary Shares through the Depository Trust Company or another established clearing corporation is no longer available or is subject to a “chill” and not cured within 5 Trading Days;

xiii.any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $1,000,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 180 calendar days; or

xiv.a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions are satisfied or that there has been no Equity Conditions Failure or as to whether any Event of Default has occurred.

b) Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Debenture, plus accrued but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing 5 Trading Days after the occurrence of any Event of Default that results in the eventual acceleration of this Debenture, the interest rate on this Debenture shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Debenture to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 9. Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a).  Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

A-24

b) Absolute Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with all other Debenture now or hereafter issuer under the terms set forth herein.

c) Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the issuance of Ordinary Shares of the Company shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg, and any disputes arising out of or in connection with the issuance of Ordinary Shares of the Company shall be submitted exclusively to the courts of the City of Luxembourg, Grand Duchy of Luxembourg. Notwithstanding the preceding sentence, all questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof other than Section 5-1401 of the General Obligations Law of the State of New York. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. For the avoidance of doubt, articles 470-1 to 470-19 (included) of the Luxembourg Law shall be excluded.

A-25

e) Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Holder, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 9(e) shall be binding upon Holder and the Company.

f) Severability. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

A-26

g) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Debenture shall be cumulative and in addition to all other remedies available under this Debenture and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Debenture.  The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Debenture.

h) Successors and Assigns. This Debenture shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns; provided that this Debenture may not be transferred or assigned to any competitor, customer or supplier of the Company or a Subsidiary without the prior written consent of the Company.

i) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

j) Headings. The headings contained herein are for convenience only, do not constitute a part of this Debenture and shall not be deemed to limit or affect any of the provisions hereof.

k) Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Debenture, if the Company has in good faith determined that the matters relating to such notice do constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within two (2) Business Days after such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such public disclosure, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

*********************

(Signature Page Follows)

A-27

IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated.

D-Orbit S.A.
By:
	Name:
	Title:
Notice Information: _______________

A-28

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture due ________2022 of D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (the “Company”), into Ordinary Shares (the “Ordinary Shares”), of the Company according to the conditions hereof. If Ordinary Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Ordinary Shares does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable laws in connection with any transfer of the aforesaid Ordinary Shares.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Debenture to be Converted:

Payment of Interest in Ordinary Shares __ yes  __ no

If yes, $_____ of Interest Accrued on Account of Conversion at Issue.

Number of Ordinary Shares to be issued:

Signature:

Name:

Address for Delivery of Ordinary Shares Certificates:

Or

DWAC Instructions:

Broker No: ________________

Account No: ________________

A-29

Schedule 1

CONVERSION SCHEDULE

The Original Issue Discount Convertible Debentures due on ________ 2022 in the aggregate principal amount of $____________ are issued by D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg. and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.

Dated:

Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest

A-30

Exhibit B

FORM OF

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of _________ __, 2022, between D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356 (the “Company”), and each of the several parties signatory hereto (each such party, an “Initial Holder” and, collectively, the “Initial Holders”).

This Agreement is made pursuant to (a) the Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 26, 2022, between the Company and the Holders that are listed as the “Purchasers” on Schedule A (each such Holder, a “Purchaser”) and (b) the Business Combination Agreement (the “BCA”), dated January 26, 2022, by and among the Company and D-Orbit S.p.A., an Italian Società per azioni (“D-Orbit”), Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), and Lift-Off Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company,

The Company and each Holder hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

“Callable Shares” mean the Ordinary Shares issued upon the exercise of the Callable Warrant.

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60^th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 90^th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60^th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 90^th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

¹ NTD: Agreement to be effective and dated as of the closing of the transactions contemplated by the BCA and Purchase Agreement.

B-1

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 40^th calendar day following the Closing Date and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder” or “Holders” means the Initial Holder or Initial Holders and any other that may from be holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Key Holder” means a Holder that has contributed $25,000,000 or more to the Company or D-Orbit in exchange for their Registrable Securities.

“Losses” shall have the meaning set forth in Section 5(a).

“Luxembourg Law” means the Luxembourg law of 10 August 1915 on commercial companies, as amended.

“PIPE Shareholder” means the Holders that are listed as the “PIPE Shareholders” on Schedule A.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

B-2

“Registrable Securities” means, as of any date of determination, (a) all the Ordinary Shares then issued and issuable upon conversion in full of the Debentures (assuming on such date the Debentures are converted in full without regard to any conversion limitations therein), (b) all Ordinary Shares issued and issuable as interest or principal on the Debentures assuming all permissible interest and principal payments are made in Ordinary Shares and the Debentures are held until maturity, (c) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (d) any additional Ordinary Shares issued and issuable in connection with any anti-dilution provisions in the Debentures or the Warrants (in each case, without giving effect to any limitations on conversion set forth in the Debentures or limitations on exercise set forth in the Warrants), (e) all PIPE Shares, (f) all Callable Shares, and (g) any securities issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by each Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

B-3

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

2. Shelf Registration.

(a) On or prior to each Filing Date, the Company shall use its commercially reasonable efforts to prepare and file with the Commission one or more Registration Statements covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent except for the Key Holder, which may be required to be identified as an “underwriter” in the Prospectus. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.

(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

B-4

(c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

b. Second, the Company shall reduce Registrable Securities represented by the Callable Shares;

c. Third, the Company shall reduce the PIPE Shares held by the PIPE Shareholders (applied, in the case that some PIPE Shares may be registered, to the PIPE Shareholders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders);

d. Fourth, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and

e. Fifth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders).

In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form as is available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d) If: (i) the Company breaches its obligations under Section 2(a) with respect to filing the Initial Registration Statement or under Section 3(a) with respect to the Company affording the Holders the opportunity to review and comment on the same, in each case in any material respect, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Key Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

B-5

(e) If Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the Commission.

(f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder (other than the Key Holder).

3. Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder upon written request copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto and provided, further that for any period where such Holders object and the Company and such Holders cooperate to resolve any such objection such period shall toll any set time periods hereunder as they relate to filing or effectiveness of any such Registration Statement and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C (a “Selling Shareholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4^th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

B-6

(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Ordinary Shares then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities in excess.

(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.

(e) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

B-7

(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(j) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

B-8

(k) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) The Company shall use its commercially reasonable efforts to maintain eligibility for use of Form F-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

(m) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of Ordinary Shares beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company and to the extent the Company does not have the requisite information with respect to a Holder the Company may determine to forego including such Registrable Securities of such Holder in a Registration Statement; provided the Company includes such Registrable Securities in a subsequent Registration Statement once such required information is provided.

4.    Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Ordinary Shares are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers, directors and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent expressly agreed and provided for in the Transaction Documents, any legal fees or other costs of the Holders.

B-9

5. Indemnification.

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors of the Company, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Ordinary Shares), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

B-10

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

B-11

(d) Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous.

(a) Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, and shall be entitled to specific performance of its rights under this Agreement. None of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

B-12

(b) No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the Ordinary Shares to be registered pursuant to the Registration Rights and Lock-Up Agreement (as defined in the BCA), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission with respect to all of the Registrable Securities, provided that after the Initial Registration Statement is filed the Company may file a Registration Statement for the Ordinary Shares to be registered pursuant to the Registration Rights and Lock-Up Agreement prior to such Initial Registration Statement being declared effective and provided, further that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements and provided that the Company may file a Registration Statement with respect to solely the Callable Shares with the approval of the Key Holders.

(c) Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

(d) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification nor waiver disproportionally and adversely impacts a Holder (or group of Holders), the consent of such disproportionally impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

(e) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

B-13

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(g) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(h) Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(i) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof other than Section 5-1401 of the General Obligations Law of the State of New York. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

B-14

(j) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l) Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(m) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

********************

(Signature Pages Follow)

B-15

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

D-Orbit S.A.
By:
	Name:	Pierre Margue
	Title:	Director

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

B-16

[SIGNATURE PAGE OF HOLDERS TO RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

B-17

Schedule A

Holders

Purchasers¹

Name

PIPE Shareholders²

Name

¹ Purchasers to consist of the Purchasers party to the Purchase Agreement as of Closing.

² PIPE Shareholder to consist of the Converted Company Shareholders (as defined in the BCA), the Existing PIPE Investors (as defined in the BCA) and any Additional PIPE Investors (as defined in the BCA).

B-18

Annex A

Plan of Distribution

Each Selling Shareholder (the “Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

B-19

In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

B-20

Annex B

SELLING SHAREHOLDERS

The ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrants, see “Private Placement of Ordinary Shares and Warrants” above. We are registering the ordinary shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares by each of the selling shareholders. The second column lists the number of ordinary shares beneficially owned by each selling shareholder, based on its ownership of the ordinary shares and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises.

The third column lists the ordinary shares being offered by this prospectus by the selling shareholders.

In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

Under the terms of the warrants and other warrants held by selling shareholders], a selling shareholder may not exercise [the] [any such] warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of ordinary shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

Name of Selling Shareholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be
Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering

B-21

Annex C

D-Orbit S.A.

Selling Shareholder Notice and Questionnaire

The undersigned beneficial owner of ordinary shares (the “Registrable Securities”) of D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 261356 (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

B-22

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Shareholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Shareholder:

Telephone:

Fax:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐      No ☐

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes ☐      No ☐

B-23

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes ☐     No ☐

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐     No ☐

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities of the Company Owned by the Selling Shareholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Shareholder:

B-24

5. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:  Beneficial Owner:

By:
	Name:
	Title:

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

B-25

Exhibit C

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

ORDINARY SHARES PURCHASE WARRANT

D-ORBIT S.A.

Warrant Shares: _______ Initial Exercise Date: _______, 2022

THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______ 2029¹ (the “Termination Date”) but not thereafter, to subscribe from D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated January 26, 2022, among the Company and the purchasers signatory thereto.

¹ NTD: 7.5 year anniversary of Closing Date.

C-1

Section 2. Exercise.

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in subscription of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares to be subscribed hereunder in an amount equal to the applicable number of Warrant Shares subscribed. The Holder and the Company shall maintain records showing the number of Warrant Shares subscribed and the date of such subscriptions. The Company may deliver any objection it has to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the subscription of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for subscription hereunder at any given time may be less than the amount stated on the face hereof.

b)Exercise Price. The exercise price per Ordinary Share under this Warrant shall be $12.50, subject to adjustment hereunder, it being understood that such exercise price shall in any case be at least equal to $2.00 (other than adjustments for reverse and forward share splits, recapitalizations and similar transactions, in which case the exercise price shall be at least equal to the par value of the Ordinary Shares (the “Exercise Price”).

c)Cashless Exercise. If, following the Effectiveness Date (as defined in the Registration Rights Agreement) with respect to the Initial Registration Statement (as defined in the Registration Rights Agreement) of the Warrant Shares, at the time of exercise hereof there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

C-2

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =   the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =  the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise by way of incorporation of available reserves, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.  The Company agrees not to take any position contrary to this Section 2(c). For the period prior to Effectiveness Date with respect to the Initial Registration Statement for the Warrant Shares, the cashless exercise option shall not be available to the Holder.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Shares so reported, or (d) in all other cases, the fair market value of Ordinary Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

C-3

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of Ordinary Shares so reported, or (d) in all other cases, the fair market value of Ordinary Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

d) Mechanics of Exercise.

i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares subscribed hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate (if any), registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the later of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such later date, the “Warrant Share Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $3,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the tenth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder withdraws such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of issuance of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to subscribe to the unsubscribed Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

C-4

iii.Termination Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to terminate its Notice of Exercise prior to the actual issuance and delivery of the Warrant Shares.

iv.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed withdrawn) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.

v.No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to subscribe upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the assignee and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.Closing of Books. The Company will not close its share register books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

C-5

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.  Upon the written request of a Holder, the Company shall within one Trading Day confirm in writing to the Holder the number of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

C-6

Section 3. Certain Adjustments.

a)Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, of the Company, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)Subsequent Equity Sales. If, for the period from the date hereof until the earlier the date that the Warrants held by the Holder are still outstanding, the Company shall sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Shares Equivalents, at an effective price per share less than the Exercise Price then in effect”); (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Ordinary Shares or Ordinary Shares Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Ordinary Shares at an effective price per share that is less than the Initial Conversion Price, such issuance shall be deemed to have occurred for less than the Initial Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance, the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (the “Adjusted Exercise Price”). Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than two (2) Trading Days following the issuance or deemed issuance of any Ordinary Shares or Ordinary Shares Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive the Adjusted Exercise Price for the Warrant regardless of whether the Holder accurately refers to the Adjusted Exercise Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Ordinary Shares or Ordinary Shares Equivalents at the initial price, conversion price or exercise price at which such securities are initially (prior to any downward or upward adjustments) to be issued, converted or exercised.

c)Subsequent Rights Offerings. If the Company grants, issues or sells any Ordinary Shares Equivalents or rights to subscribed shares, warrants, securities or other property, in each case pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to receive prior written notice of such Purchase Rights no later than forty-five (45) days after the notice of the Purchase Rights to the existing record holders to allow the Holder to participate in such Purchase Rights with respect to any Warrant Shares the Holder may acquire pursuant to this Warrant prior to such Purchase Rights transaction (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)Intentionally Omitted.

C-7

e)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires or has control of more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will be deemed to have received common shares of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

C-8

f)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding treasury shares of the Company, if any) issued and outstanding.

g)Notice to Holder.

i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares in accordance with Luxembourg Law, (C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable effective date hereinafter specified, a notice stating (x) the date on which such dividend, distribution, redemption, rights or warrants is to be effected, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

h)Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount, and for any period of time deemed appropriate by the board of directors of the Company.

C-9

Section 4. Transfer of Warrant.

a)Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and the assignee and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full, as recorded in the Warrant Register. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney, as recorded in the Warrant Register. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

C-10

e)Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a)No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares (if any), and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate (if any), if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d)Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued share capital, a sufficient amount of unissued shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full evidence that the board of directors of the Company has the authority to issue the necessary Warrant Shares upon the exercise of the subscription rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

C-11

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise pursuant to Section 2(c) above, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

C-12

h)Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to subscribe Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

C-13

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its authorized signatory thereunto duly authorized as of the date first above indicated.

D-ORBIT S.A.
By
	Name:
	Title:

C-14

NOTICE OF EXERCISE

TO: D-ORBIT S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356 (the “Company”).

(1)The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Payment shall take the form of (check applicable box):

☐  in lawful money of the United States; or

☐ [if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

C-15

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Assignee’s Signature: Dated: _______________ __, ______
Holder’s Name: Holder’s Signature:
Holder’s Address:

C-16

TO: D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356

FOR VALUE RECEIVED, the foregoing ________ Warrant(s) and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature:
Holder’s Address:

C-17

Exhibit E

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

CALLABLE ORDINARY SHARES PURCHASE WARRANT

D-ORBIT S.A.

Warrant Shares: 12,000,000 Initial Exercise Date: _______, 2022

THIS CALLABLE ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) ______ 2025¹ and (ii) the fifth Trading Day following the date that D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356 (the “Company”) notifies the Holder in writing of its election to terminate this Warrant (the “Termination Date”) but not thereafter, to subscribe from the Company, up to 12,000,000 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), at the election of the Company, the Call Exercise Price, as defined in Section 2(f).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated January 26, 2022, among the Company and the purchasers signatory thereto.

¹ NTD: 3 year anniversary of Closing Date.

E-1

Section 2. Exercise.

a) Holder Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in subscription of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares to be subscribed hereunder in an amount equal to the applicable number of Warrant Shares subscribed. The Holder and the Company shall maintain records showing the number of Warrant Shares subscribed and the date of such subscriptions. The Company may deliver any objection it has to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the subscription of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for subscription hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per Ordinary Share under this Warrant shall be $30.00, subject to adjustment for reverse and forward share splits, recapitalizations and similar transactions pursuant to Section 3.a), in which case the exercise price shall be at least equal to the par value of the Ordinary Shares (the “Exercise Price”).

c) No Cashless Exercise. This Warrant shall be exercisable for cash only.

d) Mechanics of Exercise.

E-2

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares subscribed hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate (if any), registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the later of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such later date, the “Warrant Share Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $3,000 of Warrant Shares subject to such exercise (based on the VWAP (as defined in the Purchase Agreement) of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the tenth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder withdraws such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of issuance of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to subscribe to the unsubscribed Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Withdraw Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to withdraw its Notice of Exercise prior to the actual issuance and delivery of the Warrant Shares.

E-3

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed withdrawn) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to subscribe upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the assignee and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its share register books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

E-4

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of determining the Beneficial Ownership Limitation pursuant to this Warrant, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Conversion Shares, Warrant Shares or other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.  Upon the written request of a Holder, the Company shall within one Trading Day confirm in writing to the Holder the number of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

E-5

f) Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Effective Date, if on any date (a “Call Notice Date”): (i) the simple average of the VWAP for each of 5 consecutive Trading Days (which 5 consecutive Trading Day period shall not have commenced until after the Effective Date) prior to such Call Notice Date exceeds $5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, share dividends and the like after the Initial Exercise Date) and (ii) the average trading volume for the three Trading Day period prior to such Call Notice Date exceeds 50,000 Ordinary Shares (subject to adjustment for forward and reverse share splits, recapitalizations, share dividends and the like after the Initial Exercise Date); then the Company may on such Call Notice Date call for the cash exercise of this Warrant for Warrant Shares (“Call”) at the Call Exercise Price for each Warrant Share. The “Call Exercise Price” shall be an amount equal to: 95% of the 2-Day VWAP (as defined below) during the two Trading Days immediately following the Call Notice Date (the period from the Call Notice Date through and including the date on which the Call Exercise Price is determined, the “Call Period”). During the Call Period the Holder shall not be permitted to voluntarily exercise this Warrant other than pursuant to the terms of this Section 2(f) provided that, except as set forth in this Section 2(f), the terms of exercise pursuant to a Call shall be subject to all of the delivery obligations of the Company and the Holder set forth in this Section 2 provided the last Trading Day of the Call Period shall be deemed the Warrant Share Delivery Date for purposes of the exercise hereunder. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the number of Warrant Shares being exercised hereunder; provided that the maximum aggregate Exercise Price amount (“Maximum Exercise Amount”) as to any Call Notice shall not exceed $10,000,000 (the Call Notice shall determine the Maximum Exercise Amount assuming for such purposes the Call Exercise Price is 95% of the 2 Day VWAP on the 2 Trading Days immediately prior to the Call Notice Date) and the maximum number of Warrant Shares subject to such Call Notice shall not exceed the lesser of (x) the number of Warrant Shares remaining issuable under this Warrant, (y) a number of shares equal to 15% of the daily trading volume on the Trading Day immediately prior to the Call Notice Date and (z) the maximum number of shares issuable without exceeding the limitations set forth in Section 2(e). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the exercise of this Warrant pursuant to the terms of this Section 2(f) (and any such Call Notice shall be void), unless, for the Call Period, the Equity Conditions (as defined below) shall be satisfied. “2-Day VWAP” means, for the 2 Trading Day period in question, the volume weighted average price of the Ordinary Shares over such period on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)). “Equity Conditions” means, during an applicable Call Period, (a) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Ordinary Shares issuable to the Holder pursuant to the Registration Rights Agreement (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (b) the Ordinary Shares are trading on a Trading Market (and the Company believes, in good faith, that trading of the Ordinary Shares on a Trading Market will continue uninterrupted for the foreseeable future), (c) there is a sufficient number of authorized but unissued Ordinary Shares for the issuance of all of the Ordinary Shares then issuable to the Holder pursuant to the Registration Rights Agreement, (d) there is no existing no material breach of any continuing representations and warranties or covenants contained in any Transaction Documents with the Holder which has or which could have Pubco Material Adverse Effect or Target Material Adverse Effect or material adverse effect on the Investor, subject to reasonable cure periods thereunder, (e) the issuance of the Warrant Shares pursuant to the Call Notice would not violate the limitations set forth in Section 2(e) herein, (f) the Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates that constitute, or may constitute, material non-public information, (g) the period during which the 2-Day VWAP is calculated are full trading days with the Trading Market open from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time), and (h) the Company has not delivered another Call Notice during the three Trading Days immediately prior to the end of the applicable Call Period.

g) No Short Sales. The Holder agrees, severally and not jointly, and not with any other Purchaser under the Purchase Agreement, that during the period when this Warrant is outstanding, the Holder and its Affiliates shall not directly or indirectly, engage in any Short Sales of the Ordinary Shares; provided that following the receipt or delivery of the applicable notice with respect to the exercise of this Warrant, the Holder may engage in sales of the Warrant Shares to be received in connection with such exercises, as applicable that do not constitute Short Sales (ie. “short exempt” sales).

E-6

Section 3. Certain Adjustments.

a) Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, of the Company, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding treasury shares of the Company, if any) issued and outstanding.

c) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares in accordance with Luxembourg Law, (C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable effective date hereinafter specified, a notice stating (x) the date on which such dividend, distribution, redemption, rights or warrants is to be effected, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

E-7

d) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount, and for any period of time deemed appropriate by the board of directors of the Company.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and the assignee and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full, as recorded in the Warrant Register. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney, as recorded in the Warrant Register. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

E-8

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. In no event shall the Company be required to net cash settle an exercise of this Warrant.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares (if any), and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate (if any), if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

E-9

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

(i) The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued share capital, a sufficient amount of unissued shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full evidence that the board of directors of the Company has the authority to issue the necessary Warrant Shares upon the exercise of the subscription rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(ii) Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

(iii) Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

E-10

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise pursuant to Section 2(c) above, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to subscribe Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

E-11

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its authorized signatory thereunto duly authorized as of the date first above indicated.

D-ORBIT S.A.
By:
	Name:
	Title:

E-12

NOTICE OF EXERCISE

TO: D-ORBIT S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with

its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356 (the “Company”).

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[  ] in lawful money of the United States; or

[  ] [if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

E-13

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:	______________________________________
	(Please Print)
Address:
Phone Number: Email Address: Assignee’s Signature:	(Please Print) ______________________________________ ______________________________________
Dated: _______________ __, ______
Holder’s Name: Holder’s Signature:____________________
Holder’s Address:______________________

E-14

TO: D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 261356

FOR VALUE RECEIVED, the foregoing ________ Warrant(s) and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
Phone Number: Email Address:	(Please Print) ______________________________________ ______________________________________
Dated: _______________ __, ______
Holder’s Signature:
Holder’s Address:

E-15

EX-10.5

Exhibit 10.5

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 26^th day of January, 2022, by and among D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco” or the “Issuer”), Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

WHEREAS, Holdco, SPAC, D-Orbit S.p.A., an Italian Società per azioni (the “Company”), Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Seraphim Space (Manager) LLP, a UK limited liability partnership (“Seraphim”) will concurrently with the execution of this Subscription Agreement, enter into that certain Business Combination Agreement dated as of the date hereof (as amended, amended and restated, modified, supplemented, or waived from time to time in accordance with its terms, the “Merger Agreement”) pursuant to which, among other things, on the Closing Date: (a) pursuant to the Exchange Agreement to be entered into by each of the Company Shareholders and Issuer, each such Company Shareholder (including each such Converted Company Shareholder), will contribute such Company Shareholder’s respective Company Shares to Holdco in exchange for Holdco Shares with such exchange to be effective immediately prior to the Merger Effective Time (such contributions and exchanges of Company Shares, collectively, the “Exchange” and such effective time of the Exchange, the “Exchange Effective Time”), (b) as a result of the Exchange, the Company will become a subsidiary of Holdco; and (c) immediately following the Exchange Effective Time, Merger Sub will merge with and into SPAC, with SPAC surviving such merger as a direct wholly owned subsidiary of Holdco (the “Merger”) effective at the Merger Effective Time and, in the context of such Merger, the shares of SPAC Common Stock (other than Excluded Shares) outstanding immediately prior to the Merger Effective Time shall be converted into Holdco Shares, as set forth in the Merger Agreement (together with the other transactions contemplated by the Merger Agreement, the “Transactions”);

WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of ordinary shares of the Issuer (the “Ordinary Shares”), set forth on Subscriber’s signature page hereto (the “Shares”) for a purchase price of $10.00 per Share, for the aggregate purchase price set forth on Subscriber’s signature page hereto (the “Purchase Price”), and the Issuer desires to issue and sell to Subscriber the Shares in consideration of the payment in cash of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, all on the terms and conditions set forth herein; and

WHEREAS, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or institutional “accredited investors” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription agreements with the Issuer (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have agreed to purchase Ordinary Shares on the Closing Date at the same per share purchase price as the Subscriber, and the aggregate amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as of the date hereof, 550,000 Ordinary Shares and the aggregate consideration received in cash by the Issuer in connection with the purchase and sale of the Ordinary Shares equals $5,500,000.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.  Subscription. Subject to the terms and conditions hereof, at the Closing, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance, the “Subscription”).

2.  Representations, Warranties, and Agreements.

2.1  Subscriber’s Representations, Warranties, and Agreements. To induce the Issuer to issue the Shares to Subscriber, Subscriber hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer as follows:

2.1.1  Subscriber has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver, and perform its obligations under this Subscription Agreement.

2.1.2  This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription Agreement has been duly authorized, executed and delivered by the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

2.1.3  The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of Subscriber or any of its subsidiaries, if any, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which Subscriber or any of its subsidiaries, if any, is a party, or by which Subscriber or any of its subsidiaries, if any, is bound or to which any of the property or assets of Subscriber or any of its subsidiaries, if any, is subject, which would reasonably be expected to have an adverse effect on the ability of Subscriber to enter into and timely perform its obligations under, this Subscription Agreement (a “Subscriber Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of Subscriber or any of its subsidiaries, if any, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries, if any, or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.

2.1.4  Subscriber is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement.

2.1.5  Subscriber is (i) either (I) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) satisfying the applicable requirements set forth on Schedule I attached hereto, (II) an institutional account as defined in FINRA Rule 4512(c), or (III) is otherwise a sophisticated investor, (ii) acquiring the Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer, and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties, and agreements herein on behalf of each owner of each such account, and (iii) not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule I attached hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Shares.

2.1.6  Subscriber is a sophisticated investor, experienced in investing in securities transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent judgment in evaluating its participation in the purchase of the Shares.

2

2.1.7  Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. Subscriber understands that the Shares may not be resold, transferred, pledged, or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entries representing the Shares (if any) shall contain a legend to such effect. Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or transfer of any of the Shares.

2.1.8  Subscriber understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further acknowledges that there have been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer, the Company, the Placement Agent (as defined below) or any of their respective affiliates, officers or directors, expressly or by implication, other than those representations, warranties, covenants, and agreements expressly set forth in this Subscription Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription Agreement.

2.1.9  Subscriber represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention to dispose of or otherwise transfer the Shares prior to the date on which the registration statement registering such Shares is declared effective and (iii) is under no binding agreement to dispose of or otherwise transfer the Shares.

2.1.10  If Subscriber is an employee benefit plan that is subject to Title 1 of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. In making its decision to purchase the Shares, Subscriber represents that it has relied solely upon independent investigation made by Subscriber and the Issuer’s representations, warranties and agreements in Section 2.2 hereof. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by anyone other than the Issuer concerning the Issuer, the Company or the Shares or the offer and sale of the Shares. Subscriber acknowledges and agrees that Subscriber has received access to and has had an adequate opportunity to review such financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, including with respect to the Issuer, the Company, and the Transactions and has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s investment in the Shares. Subscriber acknowledges that it has reviewed the SEC Documents (as defined below). Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers, and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed reasonably necessary to make an investment decision with respect to the Shares. Subscriber acknowledges that the Placement Agent (as defined below) and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Issuer, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Subscriber by the Issuer and/or the Company. Subscriber acknowledges that (i) it has not relied on any statements or other information provided by any Placement Agent or any of the Placement Agents’ respective affiliates with respect to its decision to invest in the Shares, including information related to the Issuer, the Company, the Shares and the offer and sale of the Shares, (ii) neither the Placement Agents nor any of their respective affiliates have prepared any disclosure or offering document in connection with the offer and sale of the Shares and (iii) in connection with the issue and purchase of the Shares, no Placement Agent has acted as the Subscriber’s financial advisor or fiduciary.

3

2.1.11  Subscriber became aware of this offering of the Shares solely by means of direct contact between Subscriber and the Issuer or its representative. Subscriber has a pre-existing substantive relationship (as interpreted in guidance from the Commission (as defined below) under the Securities Act) with the Issuer or its representative, and the Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer or its representative. Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber acknowledges that it has not become aware of this offering (i) by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act, or (ii) in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

2.1.12  Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber is able to fend for itself in the transactions contemplated herein, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting, legal, and tax advice as Subscriber has considered necessary to make an informed investment decision. The Subscriber understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

2.1.13  Alone, or together with any professional advisor(s), if any, Subscriber has analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.

2.1.14  Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of an investment in the Shares.

2.1.15  Neither Subscriber nor any of its directors, officers, employees or other persons acting on behalf of Subscriber for the purposes of this Subscription Agreement is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any other Executive Order issued by the President of the United States and administered by OFAC (collectively, “OFAC Lists”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law; provided, that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC- administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived.

4

2.1.16  If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA), or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S., or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account, or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants that neither the Issuer nor any of its affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold, or transfer the Shares.

2.1.17  Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision), including any group acting for the purpose of acquiring, holding, or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

2.1.18  The Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction or pursuant to any understanding with the Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, including all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers, of the Ordinary Shares or the Shares until the consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms).

2.1.19  No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a result of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.

2.1.20  Subscriber has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 4 will have, sufficient immediately available funds to pay the Purchase Price pursuant to Section 4. Subscriber is an entity having total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 4.

2.1.21  The Subscriber hereby acknowledges that it has been informed that (a) I-Bankers Securities, Inc. (“I-Bankers”) and Northland Securities Inc. (“Northland”) (collectively I-Bankers and Northland are referred to as the “Placement Agents”) are acting solely as the Placement Agents in connection with the Transactions and are not acting as underwriters or in any other capacity and are not and shall not be construed as fiduciaries for the undersigned, the Company or any other person or entity in connection with the Transactions, (b) the Placement Agents have not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the Transactions, (c) the Placement Agents will have no responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company or the Transactions, and (d) the Placement Agents shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Subscriber, the Company or any other person or entity), whether in contract, tort or otherwise, to the Subscriber, or to any person claiming through the Subscriber, in respect of the Transactions.

5

2.1.22  No broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer, the Company or any of their respective subsidiaries.

2.1.23 In order for the Issuer to be able to comply with the amended Luxembourg law of 24 July 2015 implementing FATCA (“FATCA Law”) and the amended Luxembourg law of 18 December 2015 implementing the common reporting standard (“CRS Law”), the Subscriber will complete, sign and date the FATCA / CRS Self-Certification attached hereto under Schedule II and provide the Issuer together with the Agreement any other documentation required to enable the Issuer to comply with its due diligence and reporting obligations under the FATCA Law and the CRS Law. The Subscriber certifies that the information contained in Schedule II as well as in any other documentation provided to the Issuer is correct and further undertakes to inform the Issuer within thirty (30) days and provide the latter with all supporting documentary evidence of any changes related to the FATCA/CRS information after occurrence of such changes. The Subscriber undertakes to inform its Controlling Person(s), as defined under the FATCA Law and the CRS Law, if applicable, of the processing of their personal data by the Issuer in accordance with the FATCA Law and the CRS Law. The Subscriber acknowledges that a failure to deliver, upon request, any documents or relevant information to the Issuer, may be charged with any taxes, penalties, fines or any other charges imposed on the Issuer and attributable to such failure to provide the relevant documentation or information, and the Issuer may, in its sole discretion, redeem the Issuer Shares of such Subscriber. The latter further acknowledges and irrevocably authorizes the Issuer, to the extent required by law, to disclose and transmit the required information to the Luxembourg tax authorities who, under their own responsibility may in turn pass on the reported information to the U.S. Internal Revenue Service for FATCA purposes and to any other governmental body which collects information for CRS purposes

2.2  Issuer’s Representations, Warranties, and Agreements. For purposes of this Section 2.2, the term “Issuer” shall refer to Holdco as of the date hereof and, for purposes of only the representations contained in Sections 2.2.5, 2.2.9, 2.2.15, 2.2.17 and 2.2.18 and to the extent such representations and warranties are made as of the Closing, Holdco and the Company after giving effect to the Transactions. To induce Subscriber to purchase the Shares, the Issuer hereby represents and warrants to Subscriber and agrees with Subscriber as follows:

2.2.1  Issuer has been duly incorporated and is existing as a corporation under the laws of the Grand Duchy of Luxembourg, with corporate power and authority to own, lease, and operate its properties and conduct its business as presently conducted and to enter into, deliver, and perform its obligations under this Subscription Agreement.

2.2.2  The Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares will be free and clear of any liens or other restrictions whatsoever in accordance with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent, the Shares will be validly issued, fully paid, and non-assessable, and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s articles of association or under Luxembourg law or otherwise.

2.2.3  This Subscription Agreement has been duly authorized and validly executed and delivered by the Issuer and, assuming that this Subscription Agreement has been duly authorized, executed and delivered by Subscriber, is the valid and binding obligation of the Issuer and is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

6

2.2.4  The execution, delivery, and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), issuance and sale of the Shares, and the consummation of the Transactions and certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the assets, business, results of operation or financial operations of the Issuer and its subsidiaries, taken as a whole, or prevents, materially impairs, materially delays or materially impedes the legal authority of the Issuer to enter into and timely perform its obligations under this Subscription Agreement or the Merger Agreement or to consummate the Transactions or the validity or enforceability of the Shares (collectively, an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer or any of its subsidiaries, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries or any of its and their respective properties that would reasonably be expected to have an Issuer Material Adverse Effect.

2.2.5  The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, foreign or other governmental authority or self-regulatory organization in connection with the execution, delivery and performance of this Subscription Agreement or the Transactions (including, without limitation, the issuance of the Shares), other than (i) filings with the U.S. Securities and Exchange Commission (the “Commission”), (ii) filings required by applicable U.S. state securities laws, (iii) any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or similar antitrust laws, (iv) filings required by The Nasdaq Stock Market LLC (“Nasdaq”), including with respect to obtaining Issuer shareholder approval, (v) consents, waivers, authorizations or filings that have been obtained or made on or prior to the Subscription, (vi) filings with the Italian Presidenza del Consiglio dei Ministri as required by Law Decree 21/2012 and any other Italian applicable law and (vii) where the failure of which to obtain would not reasonably be expected to have an Issuer Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Shares.

2.2.6  Concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription Agreements providing for the sale of an aggregate of 550,000 Shares for an aggregate value equal to $5,500,000 (including the Shares purchased and sold under this Subscription Agreement). There are no Other Subscription Agreements, side letter agreements or other agreements or understandings (including written summaries of any oral understandings) with any Other Subscriber or any other investor or potential investor with respect to the purchase of equity securities of the Issuer (other than pursuant to the Merger Agreement and the Transactions contemplated therein) which include economic terms that are materially more advantageous to any such Other Subscriber, investor or potential investor (as compared to Subscriber).

2.2.7  Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement and each of the Other Subscription Agreements, no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber and the Other Subscribers pursuant to the Other Subscription Agreements.

7

2.2.8  The Issuer is, and since its date of incorporation, has been, operating in all material respects in a manner that is customary for businesses similar to the Issuer, and the Issuer is conducting and, since its date of incorporation, has conducted its business in material compliance with all applicable laws.

2.2.9  The Issuer is in compliance with all applicable laws, except where such non-compliance would not have an Issuer Material Adverse Effect or a Company Material Adverse Effect (as defined in the Merger Agreement), as applicable. The Issuer has not received any written, or to its knowledge, other communication from a governmental entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, have an Issuer Material Adverse Effect or a Company Material Adverse Effect, as applicable.

2.2.10  At Closing, the issued and outstanding Ordinary Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act and listed for trading on the Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by Nasdaq or the Commission, respectively, to prohibit or terminate the listing of the Issuer’s Ordinary Shares on Nasdaq or to deregister the Ordinary Shares under the Exchange Act. The Issuer has taken no action that is designed to terminate, or that would reasonably be expected to result in the termination of the registration of the Ordinary Shares under the Exchange Act.

2.2.11  As of the date hereof and as of immediately prior to the Transactions, the authorized capital stock of the Issuer is 456,000,000 ordinary shares, consisting of 4,560,000 Ordinary Shares. As of the date hereof: (i) no Preferred Shares are issued and outstanding; (ii) 3,547,640 initial Ordinary Shares are issued and outstanding. All issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Merger Agreement (and the Transactions contemplated therein), there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Ordinary Shares, or any other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares or the shares to be issued pursuant to any Other Subscription Agreement, that have not been or will not be validly waived on or prior to the Closing Date.

2.2.12  The Issuer is not, and immediately after receipt of payment for the Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940.

2.2.13  Neither the Issuer nor, to the knowledge of the Issuer, any of its officers, in their capacities as such, or the Company, is the subject of or engaged in any action before a governmental authority, arbitration or other dispute resolution process before a third party unrelated to the dispute, whether as claimant, defendant or otherwise, and no such litigation, arbitration or dispute resolution process is pending or threatened in writing on the date hereof, in each case, that would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect or a Company Material Adverse Effect, as applicable. As of the date hereof, the Issuer is not, nor to the knowledge of the Issuer is any of its officers, in their capacities as such, or the Company, subject to any settlement agreements or arrangements, whether written or oral, or is in discussions for a settlement or arrangement, regarding any disputes or claims, in each case, that would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect or a Company Material Adverse Effect, as applicable. As of the date of this Subscription Agreement, neither the Issuer nor the Company is a party to or subject to the provisions of any outstanding or unsatisfied judgment, order, writ, injunction, decree or award of any governmental authority (except if generally applicable without the Issuer being named therein) that would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect or Company Material Adverse Effect, as applicable.

8

2.2.14  Other than to the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of the Issuer in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

2.2.15  Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares, and are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

2.2.16  Except as would not reasonably be expected to have an Issuer Material Adverse Effect or a Company Material Adverse Effect, as applicable, (i) the Issuer and its subsidiaries own or possess valid and adequate rights to use any and all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) used in or necessary for the conduct of their respective businesses as presently conducted and as described and as proposed to be conducted, in the Proxy Statement/Prospectus or any SEC Documents, (ii) the conduct of their respective businesses does not conflict in any material respect with any such rights of others, and (iii) the Issuer and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation of, or conflict with, any intellectual property right of others.

2.2.17  Since its date of incorporation, neither the Issuer nor, to the Issuer’s knowledge, any of its representatives, have directly or indirectly paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of any governmental authority to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage in each case in violation in any material respect any Anti-Corruption Laws (as defined in the Merger Agreement) or any Anti-Money Laundering Laws (as defined in the Merger Agreement). The Issuer (x) has instituted policies and procedures designed to ensure compliance with the Anti-Corruption Laws and Anti-Money Laundering Laws in each jurisdiction in which the Issuer operates and (y) has maintained such policies and procedures in force. To the Issuer’s knowledge, no government official nor any of such official’s immediate family members is an officer or director or owns any securities of the Issuer. Since its date of incorporation, neither the Issuer nor, to the Issuer’s knowledge, any of its representatives, has, or is presently or has agreed to become, engaged in any conduct that violates in any material respect any applicable Anti-Corruption Laws or Anti-Money Laundering Laws. Since its date of incorporation, to the Issuer’s knowledge, the Issuer is not conducting and has not conducted, directly or indirectly, any business (including, without limitation, sales, reselling, licensing or sub-licensing arrangements, funding, making payments, procuring, insurance or otherwise providing assistance or support in connection with operations, business or any other activity) with or for the direct or indirect benefit of or on behalf of any Restricted Person (as defined in the Merger Agreement), nor otherwise violated any applicable Sanctions Laws Sanctions Laws, Import Control Laws, or Export Control Laws (each as defined in the Merger Agreement).

2.2.18  As of the date hereof, all representations and warranties of the Company that are contained in the Merger Agreement are true and correct in all material respects, to the knowledge of the Issuer after due inquiry.

3. SPAC’s Representations, Warranties, and Agreements. To induce Issuer to sell the Shares, SPAC hereby represents and warrants to Issuer and Subscriber and agrees with each of Issuer and Subscriber as follows:

3.1.1  SPAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease, and operate its properties and conduct its business as presently conducted and to enter into, deliver, and perform its obligations under this Subscription Agreement.

9

3.1.2 This Subscription Agreement has been duly authorized and validly executed and delivered by SPAC and, assuming that this Subscription Agreement has been duly authorized, executed and delivered by the Issuer and Subscriber, is the valid and binding obligation of SPAC and is enforceable against SPAC in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

3.1.3 The execution, delivery, and performance of this Subscription Agreement (including compliance by SPAC with all of the provisions hereof) and the consummation of the Transactions and certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of SPAC or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which SPAC or any of its subsidiaries is a party or by which SPAC or any of its subsidiaries is bound or to which any of the property or assets of SPAC or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the assets, business, results of operation or financial operations of SPAC and its subsidiaries, taken as a whole, or prevents, materially impairs, materially delays or materially impedes the legal authority of SPAC to enter into and timely perform its obligations under this Subscription Agreement or the Merger Agreement or to consummate the Transactions, (ii) result in any violation of the provisions of the organizational documents of SPAC or any of its subsidiaries, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over SPAC, the Issuer or any of its subsidiaries or any of its and their respective properties.

3.1.4 SPAC has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by the Issuer with the Commission prior to the date of this Subscription Agreement, if any (the “SEC Documents”). None of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. SPAC has timely filed each report, statement, schedule, prospectus, and registration statement that SPAC was required to file with the Commission since its inception and through the date hereof. There are, and upon Closing there shall be, no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.

3.1.5 The Proxy Statement/Prospectus (as defined in the Merger Agreement), when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, will not include 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 therein, in light of the circumstances under which they were made, not misleading.

10

4.  Settlement Date and Delivery; Closing Conditions.

4.1.1  The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall occur immediately prior to and is conditional upon the subsequent occurrence of, consummation of the Transactions. Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least four (4) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied or waived (the “Expected Closing Date”), Subscriber shall deliver to the Issuer, no later than three (3) Business Days prior to the Expected Closing Date, (x) the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing and (y) such information and document as is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares to Subscriber, including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, the Issuer shall return the Purchase Price (which shall not include, for the avoidance of doubt, the accrual of any interest) to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, Subscriber shall remain obligated to redeliver funds representing the Purchase Price to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice. Unless otherwise agreed by the Company in writing, the Issuer shall deliver the Closing Notice at least four (4) Business Days prior to the date of the special meeting of the stockholders of SPAC. At the Closing, the Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in any other agreement between the Issuer and the Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and (ii) a copy of the records of the Issuer’s transfer agent showing the Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Closing. For purposes of this Subscription Agreement, “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close. Upon delivery in book-entry form of the Shares to the Subscriber (or its nominee, if applicable), the Purchase Price may be released from escrow.

4.1.2  The obligations of the Issuer to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by the Issuer in writing) of the conditions that, at the Closing:

(1)  all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality which representations and warranties shall be true and correct in all respects) at and as of the Closing, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Closing; and

(2)  Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement required to be performed or complied with at or prior to the Closing, except where the failure of such performance or compliance would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber to consummate the Closing.

4.1.3  The obligations of the Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by the Subscriber in writing) of the conditions that, at the Closing:

(1)  all representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or an Issuer Material Adverse Effect or a Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing, and consummation of the Closing shall constitute a reaffirmation of each of the applicable representations, warranties and agreements of the Issuer and the Company contained in this Subscription Agreement as of the Closing;

11

(2)  the Issuer shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement required to be performed or complied with at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing;

(3)  no suspension of the qualification of the Ordinary Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any such purposes shall have occurred, and the Shares shall have been approved for listing on Nasdaq (subject to official notice of issuance); and

(4)  the Merger Agreement shall not have been amended to, and there shall have been no waiver or modification to the Merger Agreement that would, materially and adversely affect the undersigned relative to the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without the Subscriber’s prior written consent.

4.1.4  The obligations of each of the Issuer and the Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction of the conditions that, at the Closing:

(1)  no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award after the date hereof which is then in effect and has the effect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription;

(2)  all conditions precedent to the closing of the Transactions set forth in the Merger Agreement, including all necessary approvals of the Issuer’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions that may only be satisfied at the closing of the Transactions, but subject to the satisfaction or waiver of such conditions as of the closing of the Transactions); and

(3)  the Transactions shall have been or will be consummated concurrently with the Closing.

5.  Registration Rights. The Subscriber will have the registration rights as set forth in the registration rights agreement, attached hereto as Exhibit A that will be entered into at Closing.

6.  Termination. Except for the provisions of this Section 6 and Section 7, which shall survive any termination hereunder, this Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) the Merger Agreement is validly terminated in accordance with its terms, and (ii) upon the mutual written agreement of the Company and each of the parties hereto to terminate this Subscription Agreement ,if the Closing has not occurred by such date; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities, or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination of the Merger Agreement promptly after the termination of such agreement (if applicable), and any monies paid by the Subscriber to the Issuer in connection herewith shall promptly (and in any event within one (1) Business Day) following a termination be returned to the Subscriber without any deduction for or on account of any tax withholding, charges or set-off, in each case, to the extent permitted by law.

12

7.  Miscellaneous.

7.1  Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order, or cause to be taken, all things necessary, proper or advisable to consummate the Subscription as contemplated by this Subscription Agreement on the terms and conditions described herein no later than immediately prior to the Closing.

7.1.1  Subscriber acknowledges that the Issuer, the Company, and others will rely on the acknowledgments, understandings, agreements, representations, and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer and the Company if any of the acknowledgments, understandings, agreements, representations, and warranties set forth herein are no longer accurate in all material respects.

7.1.2  Each of the Issuer, Subscriber, and the Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

7.1.3  The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably requested to the extent readily available and to the extent consistent with its internal policies and procedures; provided that the Issuer expressly agrees to keep any such information provided by the Subscriber confidential, except as required by the applicable securities laws or pursuant to proceedings of regulatory authorities.

7.1.4  Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

7.1.5  Each of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper, or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described therein no later than immediately prior to the consummation of the Transactions.

7.2  Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(a) if to Subscriber, to such address or addresses set forth on Subscriber’s signature page hereto;

(b) if to the Issuer, to:

D-Orbit S.A.

9, rue de Bitbourg, L1273 Luxembourg

Grand Duchy of Luxembourg

Attention: Board of Directors

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

K&L Gates LLP

599 Lexington Avenue

New York, New York 10022

United States

Attn:   Robert Matlin

E-mail:  Robert.matlin@klgates.com

Arendt & Medernach SA

41A, avenue JF Kennedy

L-2082 Luxembourg

Grand Duchy of Luxembourg

13

(c) if to the Company, to:

D-Orbit S.p.A
Viale Risorgimento
57 22073 Fino Mornasco
Como

Italy

Attn:  Luca Rossettini
E-mail: luca.rossettini@dorbit.space  

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

K&L Gates LLP

599 Lexington Avenue

New York, New York 10022

United States

Attn:   Robert Matlin

E-mail:  Robert.matlin@klgates.com

7.3  Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations, and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

7.4  Modifications; Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented, or waived (i) except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement, or waiver is sought and (ii) without the prior written consent of the Company. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereto or the exercise of any other right or power.

7.5  Assignment. Neither this Subscription Agreement nor any rights, interests, or obligations that may accrue to the parties hereunder (including Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior written consent of each of the Company and the other party hereto (other than the Shares acquired hereunder and then only in accordance with this Subscription Agreement).

14

7.6  Benefit.

7.6.1  Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants, and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives, and permitted assigns. The parties hereto agree that each of the Company and its subsidiaries are express third-party beneficiaries (the “Beneficiaries”) of this Subscription Agreement. Each of the parties hereto acknowledge and agree that (i) each of the Beneficiaries shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement to cause the Issuer to cause, or directly cause, Subscriber to fund the Purchase Price and cause the Closing to occur substantially concurrently with the Transactions, and (ii) without in any way limiting the foregoing, the Company is an express-third party beneficiary of Sections 4 (Closing), 6, (Termination), 7.1 (Further Assurances), 7.4 (Modifications and Amendments), 7.5 (Assignment), 7.11 (Remedies) and 8.2 (Cleansing Statement; Disclosure ) and shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of its rights referenced therein. Each party hereto further agrees that each of the Beneficiaries is an express third-party beneficiary of this Section 7.6 and that none of the parties hereto or any of the Beneficiaries shall be required to obtain, furnish, or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 7.6.1, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing, or posting of any such bond of similar instrument.

7.6.2  Each of the Issuer and Subscriber acknowledges and agrees that (i) this Subscription Agreement is being entered into in order to induce each of the parties to the Merger Agreement to execute and deliver the Merger Agreement and without the representations, warranties, covenants, and agreements of the Issuer and Subscriber hereunder, the Company would not enter into the Merger Agreement, and (ii) each representation, warranty, covenant, and agreement of the Issuer and Subscriber hereunder is being made also for the benefit of the Company and the Beneficiaries.

7.6.3  Each of the Issuer and Subscriber further acknowledge and agree that the Placement Agent is a third-party beneficiary of the representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement.

7.7  Governing Law. This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State with the exception of (and to the extent mandatorily required) any provisions relating to the Shares issuances and governance and administration of Holdco, which shall be governed as to their validity, interpretation and performance by the laws of the Grand Duchy of Luxembourg as a matter of lex societatis and any other provisions that are mandatorily required to be governed by Italian law. 

7.8  Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (together with the Court of Chancery of the State of Delaware, the “Chosen Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum, or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7.2, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 7.8, a party may commence any action, claim, cause of action, or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

15

7.9  Severability. If any provision of this Subscription Agreement shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Subscription 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 be consummated as originally contemplated to the fullest extent possible.

7.10  No Waiver of Rights, Powers, and Remedies. No failure or delay by a party hereto in exercising any right, power, or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power, or remedy of such party. No single or partial exercise of any right, power, or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power, or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

7.11  Remedies.

7.11.1  The parties agree that the Issuer and the Beneficiaries would suffer irreparable damage if this Subscription Agreement was not performed or the Closing is not consummated in accordance with its specific terms or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the Issuer and each of the Beneficiaries shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the Issuer and each of the Beneficiaries to cause the parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement (including, for the avoidance of doubt, the right to directly enforce each of the covenants and agreements of Subscriber under this Subscription Agreement). The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 7.11 is unenforceable, invalid, contrary to applicable law, or inequitable for any reason, and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

7.11.2  The parties acknowledge and agree that this Section 7.11 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

7.11.3  In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument, or certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if any, the reasonable and documented out-of-pocket costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument, or certificate contemplated hereby, and, if the adjudicating body determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the adjudication and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument, or certificate contemplated hereby or thereby.

16

7.12  Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transactions, all representations, warranties, covenants, and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.

7.13  Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

7.14  Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, email, or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

7.15  Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. All references in this Subscription Agreement to numbers of shares, per share amounts, and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization, or the like occurring after the date hereof.

7.16  Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation, and agreement of the parties and shall not be construed for or against any party hereto.

8.  Cleansing Statement; Disclosure.

8.1  SPAC shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material, nonpublic information that SPAC, the Issuer, the Company, any of their respective subsidiaries or any of their respective officers, directors, employees, affiliates or agents has provided to the Subscriber at any time. prior to the filing of such Disclosure Document. As of immediately following the filing of the Disclosure Document, to the knowledge of SPAC and the Issuer, the Subscriber shall not be in possession of any material, non-public information received from SPAC, the Issuer, the Company, any of their respective subsidiaries or any of their respective officers, directors, employees, affiliates or agents that is not disclosed in the Disclosure Document or in prior filings with the Commission. In addition, effective upon the filing of the Disclosure Document, SPAC and the Issuer each acknowledges and agrees that any and all confidentiality obligations under any agreement, whether written or oral, between SPAC or the Issuer or any of their respective agents, on the one hand, and the Subscriber or any of its affiliates, on the other hand, shall terminate and be of no further force or effect.

8.2  Subscriber hereby consents to the publication and disclosure in (i) the Form 8-K filed by SPAC with the Commission in connection with the execution and delivery of the Merger Agreement, the Proxy Statement/Prospectus, or any other filing with the Commission pursuant to applicable securities laws, in each case, as and (ii) to the extent required by the federal securities laws or, exchange rules, the Commission or any other securities authorities, and (ii) any other filings, documents or communications provided by SPAC, the Issuer or the Company to any governmental authority or to security holders of SPAC or the Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority, of Subscriber’s name and identity and the nature of Subscriber’s commitments, arrangements, and understandings under and relating to this Subscription Agreement and, if deemed required or appropriate by SPAC, the Issuer and/or the Company, a copy of this Subscription Agreement. Subscriber will promptly provide any information reasonably requested by SPAC, the Issuer and/ or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission). Notwithstanding anything in this Subscription Agreement to the contrary, neither SPAC nor the Issuer shall (and shall cause the Company not to), without the prior written consent of the Subscriber, publicly disclose the name of the Subscriber or any of its affiliates or advisers, or include the name of the Subscriber or any of its affiliates or advisers, in any press release or marketing materials.

17

9.  Trust Account Waiver. Subscriber acknowledges that SPAC has established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber agrees that (i) it has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest, or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of SPAC acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of SPAC. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of SPAC’s stockholders, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to the Issuer all of its legal fees and costs in connection with any such action in the event that the Issuer prevails in such action or proceeding.

10.  Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are available to holders of the Issuer’s Ordinary Shares and for so long as the Subscriber holds Shares, the Issuer agrees to use commercially reasonable efforts to:

10.1.1  make and keep public information available, as those terms are understood and defined in Rule 144;

10.1.2  file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

10.1.3  furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.

If in the opinion of counsel to the Issuer, it is then permissible to remove the restrictive legend from the Shares pursuant to Rule 144 under the Securities Act, then at Subscriber’s request, the Issuer will request its transfer agent to remove the legend set forth in Section 2.1.7. In connection therewith, if reasonably required by the Issuer’s transfer agent, the Issuer will, at Subscriber’s sole expense, reasonably promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates, and directions required by the transfer agent from the Issuer or Subscriber that authorize and direct the transfer agent remove the restrictive legend from such Shares; provided, that, notwithstanding the foregoing, the Issuer will not be required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.

11. Lock-Up Exception. If the Subscriber is subject to a lock-up restriction pursuant to the Exchange Agreement (as defined in the Merger Agreement) then such Subscriber shall be treated as an “Eligible Stockholder” under such Exchange Agreement pursuant to which a number of Ordinary Shares issued to such Subscriber - that would otherwise be subject to the lock-up restrictions in the Exchange Agreement - equal to the number of Ordinary Shares subscribed to by such Subscriber hereunder shall not be subject to such restrictions under the Exchange Agreement (the “Released Shares”), provided that the aggregate number of Released Shares shall not exceed 4,800,000 Ordinary Shares as of the Closing Date, provided, further, that should the number of Ordinary Shares subscribed to by the Eligible Stockholders under this Subscription Agreement and all Other Subscription Agreements exceed in the aggregate such limit of 4,800,000 Ordinary Shares, such total amount of Released Shares will be reduced pro-rata among the Eligible Stockholders based on the number of new Ordinary Shares subscribed to by such Subscriber in order to reduce the aggregate number of Released Shares to 4,800,000.

[Signature Pages Follow]

18

IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

BREEZE HOLDINGS ACQUISITION CORP.
By:
Name:	J. Douglas Ramsey, Ph.D.
Title:	Chief Executive Officer

D-ORBIT S.A.
By:
Name:	Pierre Margue
Title:	Director

[Signature Page to Subscription Agreement]

19

ACCEPTED AND AGREED THIS      DAY OF             , 2022.

Signature of Subscriber:	Signature of Joint Subscriber, if applicable:
By:	By:
Name:	Name:
Title:	Title:
Date:                                    , 2022
Name of Subscriber:	Name of Joint Subscriber, if applicable:
(Please print. Please indicate name and capacity of person signing above.)	(Please print. Please indicate name and capacity of person signing above.)
Name in which securities are to be registered (if different from the name of Subscriber listed directly above.)
Email Address:
If there are joint investors, please check one:
☐ Joint Tenants with Rights of Survivorship
☐ Tenants-in-Common
☐ Community Property

Subscriber’s EIN:	Joint Subscriber’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip	City, State, Zip

Attn:	Attn:
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Aggregate Number of Shares subscribed for:

$ 

You must pay the Purchase Price by wire transfer of U.S. $ in immediately available funds, to be held in escrow until the Closing, to the account specified by the Issuer in the Closing Notice.

[Signature Page to Subscription Agreement]

20

All of the pages of this Schedule I should be completed by Subscriber and constitutes a part of the Subscription Agreement.

SCHEDULE I

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

A. QUALIFIED INSTITUTIONAL BUYER STATUS
(Please check the applicable subparagraphs):

1. ☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”), and have marked and initialed the appropriate box below indicating the provision under which we qualify as a QIB.   Rule 144A, in relevant part, states that QIB shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Subscriber and under which the Subscriber accordingly qualifies as a QIB.   ☐           The Subscriber is an entity that, acting for its own account or the accounts of other qualified institutional buyers, in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and:   ☐  is an insurance company as defined in section 2(a)(13) of the Securities Act;   ☐  is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in section 2(a)(48) of the Investment Company Act;   ☐  is a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended (“Small Business Investment Act”);   ☐  is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;   ☐  is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);   ☐  is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants individual retirement accounts or H.R. 10 plans;

☐  is a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

☐  is an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; or

☐  is an investment adviser registered under the Investment Advisers Act;

☐  The Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the Subscriber;

☐  The Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

☐  The Subscriber is an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies¹ which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with Subscriber or are part of such family of investment companies;

☐  The Subscriber is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; or

☐  The Subscriber is a bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale of securities in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale of securities for a foreign bank or savings and loan association or equivalent institution.

¹ “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided that, (a) each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company and (b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor).

2

2. ☐ We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

*** OR ***

B. ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):

1. ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box below indicating the provision under which we qualify as an “accredited investor.”

2. ☐ We are not a natural person.   Rule 501(a) of Regulation D under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

☐ Any broker or dealer registered pursuant to section 15 of the Exchange Act;

☐ Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;

☐ Any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940;

☐	Any insurance company as defined in section 2(a)(13) of the Securities Act;
☐	Any investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of the Investment Company Act;

☐ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act;

☐ Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan within the meaning of ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

☐ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act;

☐ Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, partnership, or limited liability company, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the securities offered, and with total assets in excess of $5,000,000;

3

☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D;

☐ Any entity in which all of the equity owners are institutional “accredited investors.”

☐ Any entity, of a type not listed in paragraphs a(1), a(2), a(3), a(7), or (a)(8) of Rule 501(a) of Regulation D under the Securities Act, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; or

☐ Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1 million.

☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

☐ Any entity in which all of the equity owners are accredited investors as determined under any of the two immediately preceding sections above.

*** OR ***

C. INSTITUTIONAL ACCOUNT
(Please check the applicable box)  

☐ We are an “institutional account” (as defined in FINRA Rule 4512).

*** OR ***

D. SOPHISTICATED INVESTOR
(Please check the applicable box)  

☐ We are a “sophisticated investor”. A “sophisticated investor” has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Issuer (which is the parent of the Company) and making an informed decision with respect thereto and is able to bear the economic and financial risk of an investment in the Issuer (as the parent of the Company) for an indefinite period.

*** AND ***

D. AFFILIATE STATUS
(Please check the applicable box)

SUBSCRIBER:

☐ is:

☐ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer. Rule 144 defines an “affiliate” as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

4

SCHEDULE II

FATCA / CRS Self Certification Form

(Please complete in BLOCK CAPITALS)

The Issuer may be obliged under (i) the Luxembourg law dated 18 December 2015 implementing the common reporting standard (the “CRS Law”) as amended from time to time and (ii) the Luxembourg law dated 24 July 2015 implementing FATCA (the “FATCA Law”) to collect and report to the Luxembourg tax authorities certain information about financial accounts held by some of its account holders.

Please note that you should complete the below self-certification form by ticking the applicable boxes and by providing the requested information (if applicable). Each prospective Subscriber has the right to access the data/financial information reported to the Luxembourg tax authorities as well as to request the Issuer to rectify this data. The data collected will not be kept longer than necessary for the purpose of the CRS Law or FATCA Law.

For joint or multiple Account Holders (as defined under the FATCA Law or CRS Law), please complete a separate self-certification form for each Account Holder.

The Account Holder undertakes to inform its Controlling Persons (as defined under the FATCA Law or CRS Law), if applicable, of the processing of their personal data by the Issuer in accordance with the FATCA Law and CRS Law.

If you have any questions about this self-certification form or defining your FATCA / CRS status, please contact your tax adviser or local tax authority.

All terms used in the CRS subsection shall have the meaning ascribed to them in the CRS Law.

All terms used in the FATCA subsection shall have the meaning ascribed to them in the FATCA Law.

5

FATCA / CRS Self-Certification Form - Individuals

1. Identification of the Account Holder

Name:

Residential address

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Mailing Address (if different from above)

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Date of Birth (dd/mm/yyyy):

Place of Birth:

Town or City of Birth:

Country of Birth:

2. FATCA Declaration of U.S. Citizenship or U.S. Residence for Tax purposes

Please tick either (a) or (b) and complete as appropriate.

The Subscriber confirms that he/she:

☐ (a) is a U.S. citizen and/or resident in the U.S. for tax purposes

U.S. TIN : …………………………………………………………………………………………

☐ (b) is not a U.S. citizen or resident in the U.S for tax purposes.

3. CRS Declaration of Tax Residence

Please indicate your country of tax residence (if resident in more than one country please detail all countries of tax residence and associated Tax Identification Numbers (“TIN”)).

Country/Jurisdiction of tax residence TIN(*)

(*) Provision of a TIN is required unless you are tax resident in a jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a TIN (for each concerned jurisdiction):

6

4. Declarations and Signature

[I] declare that all statements made in this self-certification form are, to the best of [my] knowledge and belief, correct and complete.

[I] acknowledge that, in case [I am] a U.S. citizen or U.S. resident for tax purposes, the information disclosed in this form together with required information related to my financial account (as described in Article 2 of the intergovernmental agreement implemented by the FATCA Law) will be reported to the Luxembourg tax authorities or any other authorized delegates under Luxembourg law, and subsequently exchanged with the U.S. Internal Revenue Service.

[I] further acknowledge that, in case the country(ies) of tax residence listed in Part 3 is/are CRS Reportable Jurisdiction(s), the information disclosed in this form together with required information related to my financial account (as described in Annex I Section I of the CRS Law) will be reported to the Luxembourg tax authorities or any other authorized delegates under Luxembourg law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Part 3 pursuant to international agreements to exchange financial account information.

[I] certify that [I am] the Account Holder (or authorized to sign for the Account Holder) of all the account(s) to which this form relates.

If there is a change in circumstances that affects the tax residence status of the Account Holder or causes the information contained herein to become incorrect or incomplete, [I] understand that [I] am obligated to inform the Issuer, in writing, of the change in circumstances within 30 days of its occurrence and to provide a suitably updated FATCA / CRS Self-Certification Form.

[I] acknowledge that, as per Article 3 of the FATCA Law and Article 5 of the CRS Law, answering questions related to the information disclosed in this self-certification form is mandatory.

Signature:

Print name:

Date:

Note: If [you are] not the Account Holder but are signing this form on behalf of the Account Holder, please indicate the capacity in which you are signing the form (e.g., power of attorney, executor or administrator, parent or guardian, etc.) and provide any required documentation of your authority.

Capacity: (if applicable)

7

FATCA / CRS Self-Certification Form - Entities

1. Identification of Account Holder

Entity Name:

Current registered address

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Mailing Address (if different from above)

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

2. FATCA Declaration of Specified U.S. Person:

Please tick either (a) or (b) and complete as appropriate.

The Subscriber confirms that it is:

☐ (a) a Specified U.S. Person pursuant to the FATCA Law.

U.S. TIN:

☐ (b) not a Specified U.S. Person pursuant to the FATCA Law.

3. CRS Declaration of Tax Residence

Please indicate the Entity’s place of tax residence for CRS purposes, (if resident in more than one country please detail all countries of tax residence and associated Tax Identification Numbers (“TIN”)).

Country/Jurisdiction of tax residence TIN(*)

(*) Provision of a TIN is required unless you are tax resident in a jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a TIN (for each concerned jurisdiction):

8

4. FATCA / CRS Classification

Please tick appropriate box of the relevant section / sub-section for FATCA and CRS purposes.

	FATCA	CRS
	(Foreign) Financial Institution. Please tick option A, B or C and complete as instructed.
A	☐	☐	Reporting Financial Institution
			Please provide the Financial Institution’s GIIN:     ______________________________
			If sponsored, please provide the Sponsoring Entity’s GIIN:       _____________________
B	☐	☐	Non-Reporting Financial Institution
			Please specify status for FATCA:    ________________________________________
			Please specify status for CRS    __________________________________________
C		☐	Financial Institution resident in a Non-Participating Jurisdiction under CRS Please specify the type of Financial Institution resident in a Non-Participating Jurisdiction below:
			☐	Investment Entity and managed by another Financial Institution (please indicate the name of the Controlling Person(s) in the section 5. below);
			☐	Other Investment Entity;
			☐	Other Financial Institution, including a Depositary Institution, Custodial Institution, or Specified Insurance Company
	Non-Financial (Foreign) Entity. Please tick option D or E and complete as instructed.
D	☐	☐	Active NF(F)E. Please specify the type of Active NF(F)E below:
			☐		Corporation that is regularly traded on an established securities market or a Related Entity of such corporation.
					Provide the name of the stock exchange where traded:
					If you are a Related Entity of a regularly traded corporation, provide the name of the regularly traded corporation:
			☐		Governmental Entity, International Organization or a Central Bank.
			☐		Other Active NF(F)E.
E	☐	☐	Passive NF(F)E. Please indicate the name of the Controlling Person(s) in the section 5. below.
	Other classification. Please complete as instructed.
F	☐		Non participating FFI
G	☐	☐	Others Please specify:

9

5. Identification of Controlling Person(s)²

Please complete this section if you ticked in Section 4 above either (i) Passive NF(F)E or (ii) an Investment Entity located in a Non-Participating Jurisdiction and managed by another Financial Institution.

CONTROLLING PERSON 1

First Name / Last Name:

Current residential address

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Mailing Address (if different from above)

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

U.S. Person

☐ Yes

☐ No

US TIN:

Country of tax residence:

TIN:

Provision of a TIN is required unless you are tax resident in a jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a TIN:

Date of Birth (dd/mm/yyyy):

Place of Birth:

Country of Birth:

Control Type

Legal Person:

☐

Control by Ownership

☐

Control by Other Means

☐

Senior Managing Official function:

% of ownership

Legal Arrangement-Trust:

☐

Settlor

☐

Trustee

☐

Protector

☐

Beneficiary

☐

Other

Legal Arrangement-Other:

☐

Settlor-Equivalent

☐

Trustee-Equivalent

☐

Protector-Equivalent

☐

Beneficiary-Equivalent

☐

Other-Equivalent

² If you have more than four Controlling Persons, please complete on a separate sheet if necessary.

10

CONTROLLING PERSON 2

First Name / Last Name:

Current residential address

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Mailing Address (if different from above)

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

U.S. Person

☐ Yes

☐ No

US TIN:

Country of tax residence:

TIN:

Provision of a TIN is required unless you are tax resident in a jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a TIN:

Date of Birth (dd/mm/yyyy):

Place of Birth:

Country of Birth:

Control Type

Legal Person:

☐

Control by Ownership

☐

Control by Other Means

☐

Senior Managing Official function:

% of ownership

Legal Arrangement-Trust:

☐

Settlor

☐

Trustee

☐

Protector

☐

Beneficiary

☐

Other

Legal Arrangement-Other:

☐

Settlor-Equivalent

☐

Trustee-Equivalent

☐

Protector-Equivalent

☐

Beneficiary-Equivalent

☐

Other-Equivalent

11

CONTROLLING PERSON 3

First Name / Last Name:

Current residential address

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Mailing Address (if different from above)

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

U.S. Person

☐ Yes

☐ No

US TIN:

Country of tax residence:

TIN:

Provision of a TIN is required unless you are tax resident in a jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a TIN:

Date of Birth (dd/mm/yyyy):

Place of Birth:

Country of Birth:

Legal

☐

Control by Ownership

☐

Control by Other Means

☐

Senior Managing Official function:

Person:

% of ownership

Control  Type

Legal Arrangement-Trust:

☐

Settlor

☐

Trustee

☐

Protector

☐

Beneficiary

☐

Other

Legal Arrangement-Other:

☐

Settlor-Equivalent

☐

Trustee-Equivalent

☐

Protector-Equivalent

☐

Beneficiary-Equivalent

☐

Other-Equivalent

12

CONTROLLING PERSON 4

First Name / Last Name:

Current residential address

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

Mailing Address (if different from above)

Number, street:

Town/city:

Postal Code/ZIP Code:

Country:

U.S. Person

☐ Yes

☐ No

US TIN:

Country of tax residence:

TIN:

Provision of a TIN is required unless you are tax resident in a jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a TIN:

Date of Birth (dd/mm/yyyy):

Place of Birth:

Country of Birth:

Control Type

Legal Person:

☐

Control by Ownership

☐

Control by Other Means

☐

Senior Managing Official function:

% of ownership

Legal Arrangement-Trust:

☐

Settlor

☐

Trustee

☐

Protector

☐

Beneficiary

☐

Other

Legal Arrangement-Other:

☐

Settlor-Equivalent

☐

Trustee-Equivalent

☐

Protector-Equivalent

☐

Beneficiary-Equivalent

☐

Other-Equivalent

13

6. Declarations and Signature

[I] declare that all statements made in this self-certification form are, to the best of [my] knowledge and belief, correct and complete.

[I] acknowledge that, in case [I am] a Specified U.S. Person or the identified Controlling Person(s) is/are a U.S. citizen or U.S. tax resident, the information disclosed in this form together with required information related to this financial account (as described in Article 2 of the intergovernmental agreement implemented by the FATCA Law) will be reported to the Luxembourg tax authorities or any other authorized delegates under Luxembourg law, and subsequently exchanged with the U.S. Internal Revenue Service.

[I] acknowledge that, in case the Country(ies) of tax residence listed in Part 3 and Part 5 is/are CRS Reportable Jurisdiction(s), the information disclosed in this form together with required information related to this financial account (as described in Annex I Section I of the CRS Law) will be reported to the Luxembourg tax authorities or any other authorized delegates under Luxembourg law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Part 3 and Part 5 pursuant to international agreements to exchange financial account information.

[I] certify that I am the Account Holder (or authorized to sign for the Account Holder) of all the account(s) to which this form relates. I also undertake to inform my Controlling Person(s) of the collection and/or reporting of his/her personal data by the Issuer pursuant to the FATCA Law and CRS Law.

If there is a change in circumstances that affects the tax residence status of the Account Holder / Controlling Person(s) or causes the information contained herein to become incorrect or incomplete, [I] understand that I am obligated to inform the Issuer, in writing, of the change in circumstances within 30 days of its occurrence and to provide a suitably updated FATCA/CRS Self-Certification Form.

[I] acknowledge that, as per Article 3 of the FATCA Law and Article 5 of the CRS Law, answering questions related to the information disclosed in this self-certification form is mandatory.

Signature:

Print name:

Date:

Note: If you are not the Account Holder but are signing this form on behalf of the Account Holder, please indicate the capacity in which you are signing the form (e.g., power of attorney, executor or administrator, parent or guardian, etc.) and provide any required documentation of your authority.

Capacity: (if applicable)

14

Exhibit A

Form of Registration Rights Agreement

(Omitted; see Exhibit B-2 to Business Combination Agreement)

EX-99.1

Exhibit 99.1

D-Orbit S.p.A., a Market Leader in Space Logistics, to Combine with Breeze Holdings Acquisition Corp. and Become a Publicly Listed Company

A First Mover in Providing In-space Satellite Transportation for Commercial and Institutional Customers and in Demonstrating Satellite-as-a-Service Capabilities in Space

Six Missions to Date, Including Four Leveraging D-Orbit’s Proven ION Satellite Carrier

Members of The Charles F. Bolden Group, Founded by Former NASA Administrator and

U.S. Marine Corps Major General, to Join Board and Support Strategic and Operating Execution

Pro Forma for the Transaction, Combined Company to Have Approximately $185 Million (€163 Million) in Cash on the Balance Sheet

Combined Company Will Have an Estimated Enterprise Value of Approximately $1.28 Billion (€1.13 Billion)

Expected to be Listed on Nasdaq Capital Market Under the Ticker Symbol “DOBT” following Expected Transaction Close in Second or Third Quarter of 2022

FINO MORNASCO, Italy & IRVING, Texas, January 27, 2022 – D-Orbit S.p.A. (“D-Orbit” or the “Company”), an Italy-based and market leading space logistics and transportation company, today announced that it will become publicly listed through a business combination with Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) (“Breeze Holdings”), a publicly traded special purpose acquisition company. The transaction values the Company at an enterprise value of approximately $1.28 billion (€1.13 billion) post-money.

In connection with the transaction and to help drive D-Orbit’s next phase of growth, Breeze Holdings and D-Orbit are partnering with The Charles F. Bolden Group (“The Bolden Group”), a consortium of leaders with extensive space and aerospace experience. The Bolden Group was founded in 2017 by Charles F. Bolden Jr., retired astronaut, Marine Corps Major General and the 12^th Administrator of NASA, to foster leadership for the global advancement of science and security in the areas of Space/Aerospace Exploration; National Security; Science, Technology, Engineering, and Math + Art and Design (STEM+AD) Education; and Health Initiatives.

Space Logistics Provider and Infrastructure Pioneer

D-Orbit is a market leading provider of in-space satellite transportation for commercial and institutional customers and has demonstrated satellite-as-a-service capabilities in space. D-Orbit is incorporated as a Benefit Corporation and is also the first space company worldwide to be certified as a B Corporation (“B-Corp”), reinforcing that its purpose-driven mission benefits all stakeholders. As D-Orbit builds out its technology, its service capabilities will facilitate infrastructure for cleaner, safer and more sustainable use of space.

A Leader in Last-Mile Satellite Delivery

The Company has designed a flexible, cost-effective in-orbit satellite delivery solution, the ION Satellite Carrier (ION) that:

● Positions satellites in-orbit faster, which can substantially reduce the time from launch to revenue generation for customers.

● Deploys multiple satellite constellations in multiple orbits within a single mission, which can significantly reduce the cost of overall constellation deployment.

● Enables customer satellites to ride on the first available launcher, resulting in a faster way to space.

● Reduces the need for spare satellites through faster constellation replenishment.

● Lowers manufacturing costs as it aggregates multiple payloads, which enables fewer launches, reducing overall propulsion costs.

● Enables customers to optimize satellite constellations transporting their satellites into orbital positions not reachable today with standard rideshare launches.

Following its initial deployment, each ION joins a growing fleet of multi-purpose ION spacecraft to enable a variety of high–margin secondary missions, including in-orbit validation and demonstration capabilities, integrated satellite services, satellites for rent and provides the space cloud computing infrastructure.

D-Orbit is also developing additional capabilities, including those designed to support the emerging market for cloud edge computing. In October 2021, D-Orbit successfully completed a first orbital testing of its space cloud infrastructure designed to provide distributed high-performance data analytics computing and storage capabilities. The Company believes development of multiple iterations of the system will enable future ION Satellite Carriers to deliver in-orbit cloud based artificial intelligence computing services.

Following the closing of the transaction, D-Orbit will continue to be led by its founders Luca Rossettini, Ph.D., Chief Executive Officer and Renato Panesi, Ph.D., Chief Commercial Officer. The Company has an experienced management team, with several key executives having worked at multinational space, satellite and launch integrator companies. In addition, D-Orbit benefits from a deep bench of talent, including engineers and Ph.D. experts in fields such as propulsion, flight software, electronics, telecommunications, mechanics and other related industries.

In connection with the transaction and the partnership between The Bolden Group and Breeze Holdings, A. Ché Bolden, President and CEO of The Bolden Group and Renee Wynn, former NASA Chief Information Officer are anticipated to be on the Board of Directors of the publicly traded company.

Management Comments

“D-Orbit was founded with the mission to enable expansion in space and fuel the new space economy, and the transaction we are announcing today is an important step forward toward our goals,” said Dr. Luca Rossettini, CEO of D-Orbit. “We have made tremendous progress developing and proving our unique ION technology, as well as building a dedicated customer base to which we have provided last-mile satellite delivery and advanced infrastructure services for more than eight years. Today, we deliver complete end-to-end services, guarantee satellite deployment in requested orbits and reduce our customers’ time from launch to revenue generation. As the space economy continues to evolve, we are well positioned to capture growth opportunities by providing next-generation in-orbit services across the entire satellite lifecycle and beyond.”

2

Dr. Rossettini continued, “Partnering with Breeze and The Bolden Group provides us financial resources and experienced partners to help us as we accelerate investments in new solutions and provide high-margin service and support to the exponentially growing constellations of satellites. I look forward to working closely with the Breeze Holdings and The Bolden Group teams as we execute our strategic objectives, scale our business to new heights and create value for our customers and, once we are public, our shareholders.”

“As we take this important next step in D-Orbit’s growth journey, we are encouraged by the strong momentum we are seeing across the business, as evidenced by our recently launched fourth mission leveraging our proven ION Satellite Carrier,” said Dr. Renato Panesi, CCO of D-Orbit. “We are executing clear growth strategies and are seeing strong bookings across our 2022 missions. As we chart the course for D-Orbit’s next phase, we remain focused on expanding our services and capabilities for our customers and enhancing value for all D-Orbit stakeholders.”

“This is an exciting day for Breeze and our shareholders, and we could not be more pleased to announce the signing of our business combination agreement with D-Orbit, a company that is providing the infrastructure for the new space economy,” said J. Douglas Ramsey, Ph.D., Chairman and CEO of Breeze Holdings. “We evaluated a number of potential companies to merge with and determined that D-Orbit checked all the boxes. It has unrivaled satellite deployment technology and is positioned at the forefront of a new category in space infrastructure that is poised to serve industries we know well, including oil and gas, and enabling products and services for the future. We believe D-Orbit has strong growth potential in a compelling market and are excited about how its technology will support a sustainable future for space infrastructure. We look forward to partnering with Luca and the D-Orbit team, as well as The Bolden Group, to support the execution of the Company’s strategic priorities and deliver shareholder value.”

“At The Charles F. Bolden Group, we are committed to cultivating and transforming leadership for the new space economy, and D-Orbit is the prototype leader for the future. Their emerging technologies and solutions align with our vision for the global advancement of science and security,” said A. Ché Bolden, President and CEO of The Bolden Group. “With its proven space transportation offering, in-orbit services, B-Corp certification and differentiated in-house technologies, D-Orbit can play a key role in facilitating satellite deployment today and capturing opportunities in the future as demand increases for in-orbit services. We look forward to working closely with Luca and the D-Orbit team to take this business to astronomical levels of growth.”

Positioned to Drive Growth and Value Creation

● Capturing Growth Opportunities as the Space Economy Evolves: With its innovative technologies and proven products and services, D-Orbit is positioned to be a leader in the rapidly growing space industry today and in the future.

o Near-term: Growing in an expanding market: delivering last-mile delivery solutions for satellites and advanced infrastructure services. The space economy has enormous potential with the market expected to grow to $1.4 trillion¹ by 2030 with more than 65,000 satellites planned to be launched over the next ten years. These satellites are being used to enable multiple growing sectors on Earth, including telecommunications expansion; climate change observation; agricultural enhancement; autonomous oil and gas exploration and monitoring; forest management; and autonomous driving. With D-Orbit’s proven ION Satellite Carrier, the Company is slated to become a leading provider of last-mile delivery solutions and advanced infrastructure services for the rapidly growing new space economy.

¹ Source: “The Commercial Space Race: Some things change, others stay the same”, Bank of America, 2020.

3

o Mid-term: Well-positioned for the space economy’s next evolution, in-orbit services. With its existing technology, the scalability of the ION platform and advanced robotics, D-Orbit is also positioned to capture future opportunities in the expected next phase of the space economy, in-orbit services. The exponentially growing amount of satellite constellations and space debris is creating demand for D-Orbit’s transportation, maintenance, active debris removal and end-of-life disposal services capabilities. With our technological advantages and strong commercial relationships, D-Orbit believes it is well positioned to become a commercial leader in the in-orbit servicing space.

o Long-term: Potential for broad applications in the space economy. D-Orbit’s ION technology and satellite platform provides a first-mover advantage for potential new markets and applications in space. These include orbital recycling technology that can create savings by recycling material already launched into orbit, as well as microgravity-enabled manufacturing processes that can enable the production of lighter and bigger structures. Additionally, the extended capabilities of D-Orbit’s fleet of cargo and servicing spacecraft have the potential to enable new transportation and logistics infrastructure, which will be essential for long-term sustainable space businesses practices and human settlement of space.

● Proven Business Model with a Track Record of Successful Missions: To date, D-Orbit has launched six missions, including four leveraging its ION Satellite Carrier over the last 15 months. The Company has two additional missions planned in the first half of 2022.

● Strong Financial Outlook: The Company’s customer base is diverse across space segments and geographies, with a substantial mission backlog of $21.5 million (€19 million), $167 million (€147 million) of contracts in negotiation and a $1.2 billion (€1.1 billion) pipeline. D-Orbit generated 2021 revenues of approximately $3.4 million (€3 million). It anticipates achieving free cash flow profitability and expects revenues of approximately $453 million (€399 million) in 2024.

Transaction Overview

Under the terms of the business combination agreement with Breeze Holdings, D-Orbit S.A., a newly formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”), will become the parent company of both D-Orbit and Breeze Holdings and will issue ordinary shares to the shareholders of D-Orbit and Breeze Holdings. Upon closing, Holdco’s common stock is expected to trade on the Nasdaq Capital Market under the ticker symbol DOBT.

4

The transaction has been unanimously approved by the Boards of Directors of both D-Orbit and Breeze Holdings. It is expected to close in the second or third quarter of 2022, subject to the satisfaction of customary closing conditions, including certain governmental approvals and the approval of the shareholders of Breeze Holdings and the contribution of the D-Orbit shares by the D-Orbit shareholders.

The transaction is expected to deliver up to $185 million (€163 million) in cash at closing, which includes a $29 million (€25 million) binding convertible debt financing provided by ATW Partners. Additional information may be found in the Current Report on Form 8-K that was filed by Breeze Holdings today with the U.S. Securities and Exchange Commission.

D-Orbit intends to use the proceeds from the transaction to accelerate investments in its ION Satellite Carrier, Advanced Services and space cloud infrastructure capabilities and In-Orbit Servicing (IOS) solutions, build out its bench of talent to support the development of new technologies and drive expansion into new space segments.

Advisors

J.P. Morgan Securities PLC is acting as financial advisor to D-Orbit. K&L Gates LLP is acting as legal advisor to D-Orbit in the U.S. and Italy, and Arendt & Medernach SA is acting as legal advisor to Holdco in Luxembourg. I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings and acted as lead placement agent on the PIPE. Woolery & Co. PLLC and Schiff Hardin LLP are acting as legal advisors to Breeze Holdings.

Conference Call Information

D-Orbit and Breeze Holdings will host a joint investor conference call to discuss the transaction on January 27, 2022 at 8:00 AM ET. The conference call can be accessed by dialing (844) 200-6205 within the U.S. and (929) 526-1599 for all other locations and entering the passcode 462599.

A webcast of the conference call and associated presentation materials will be accessible on D-Orbit’s investor relations page at www.dorbit.space/investors-relations. A replay will be available after completion of the conference call and can be accessed on the investor relations page.

About D-Orbit

D-Orbit is a market leader in the space logistics and transportation services industry with a track record of space-proven technologies and successful missions.

Founded in 2011, before the dawn of the New Space economy, D-Orbit is one of the first companies addressing the logistics needs of the space industry, including delivering an innovative space debris solution to market. ION Satellite Carrier, for example, is a space vehicle that can transport satellites in-orbit and release them individually into distinct orbital slots, significantly reducing the time from launch to operations and the launch costs of an entire satellite constellation. ION can also accommodate multiple third-party payloads like innovative technologies developed by startups, experiments from research entities and instruments from traditional space companies requiring a test in-orbit.

5

The Company successfully delivered more than 70 payloads into space while developing advanced products and services for the needs of tomorrow.

D-Orbit is a space logistics and transportation infrastructure pioneer with offices in Italy, Portugal, UK, and the US; its commitment to pursuing business models that are profitable, friendly for the environment, and socially beneficial, led to D-Orbit becoming the first certified B-Corp space company in the world.

About Breeze Holdings Acquisition Corp.

Breeze Holdings is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combinations with one or more businesses or entities.

About The Charles F. Bolden Group

The Charles F. Bolden Group is a consortium of accomplished leaders and problem solvers with extensive experience leading complex organizations in challenging environments. The organization was founded in 2017 by Charles F. Bolden Jr., retired astronaut, Marine Corps Major General and the 12^th Administrator of NASA (2009 – 2017), to foster leadership for the global advancement of science and security in the areas of Space/Aerospace Exploration; National Security; Science, Technology, Engineering, and Math + Art and Design (STEM+AD) Education, and Health Initiatives.

Additional Information and Where to Find It

This press release relates to a proposed business combination transaction among Breeze Holdings, D-Orbit and Holdco pursuant to which Holdco will become the parent company of Breeze Holdings and D-Orbit upon the closing of the transactions. In connection with the proposed transaction, Holdco intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that will include a proxy statement of Breeze Holdings and that also will constitute a prospectus of Holdco with respect to the ordinary shares of Holdco to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be delivered to Breeze Holdings’ and D-Orbit’s stockholders. Each of Holdco and Breeze Holdings may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF BREEZE HOLDINGS AND D-ORBIT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by Breeze Holdings or Holdco through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Breeze Holdings or Holdco will be available free of charge at Breeze Holdings Acquisition Corp., 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039, attention: J. Douglas Ramsey.

Participants in the Solicitation

Breeze Holdings and its directors and executive officers are participants in the solicitation of proxies from the stockholders of Breeze Holdings in respect of the proposed transaction. Information about Breeze Holdings’ directors and executive officers and their ownership of Breeze Holdings common stock is set forth in Breeze Holdings’ Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the preceding paragraph.

6

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, among other things, statements regarding the anticipated benefits of the proposed transaction and the combined company becoming a publicly listed company, the anticipated impact of the proposed transaction on the combined companies’ business and future financial and operating results, the anticipated timing of closing of the proposed transaction, the anticipated growth of the space economy, the success and customer acceptance of D-Orbit’s product and service offerings, and other aspects of D-Orbit’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding the combined company’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to complete the proposed transaction within the time frame anticipated or at all; (ii) the failure to realize the anticipated benefits of the proposed transaction or those benefits taking longer than anticipated to be realized; (iii) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Breeze Holdings’ securities; (iv) the risk that the transaction may not be completed by Breeze Holdings’ business combination deadline and the potential failure to obtain further extensions of the business combination deadline if sought by Breeze Holdings; (v) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the stockholders of Breeze Holdings, the consummation of the exchange by the D-Orbit stockholders, the satisfaction of the minimum cash amount following redemptions by the public stockholders of Breeze Holdings and the receipt of any governmental and regulatory approvals; (vi) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (viii) the impact of COVID-19 on D-Orbit’s business and/or the ability of the parties to complete the proposed transaction; (ix) the effect of the announcement or pendency of the transaction on D-Orbit’s business relationships, performance, and business generally; (x) risks that the proposed transaction disrupts current plans and operations of D-Orbit and potential difficulties in D-Orbit employee retention as a result of the proposed transaction; (xi) the outcome of any legal proceedings that may be instituted against D-Orbit or Breeze Holdings related to the business combination agreement or the proposed transaction; (xii) the ability to obtain and maintain the listing of Holdco’s securities and the ability to maintain Breeze Holdings’ securities, in each case on the NASDAQ Stock Market; (xiii) potential volatility in the price of Breeze Holdings’ and Holdco’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which D-Orbit operates, variations in performance across competitors, changes in laws and regulations affecting D-Orbit’s business and changes in the combined company’s capital structure; (xiv) the ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations after the completion of the proposed transaction; (xv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which D-Orbit operates; (xvi) the inability of D-Orbit and its current and future collaborators to successfully develop and commercialize D-Orbit’s services in the expected time frame or at all; (xvii) the risk that the post-combination company may never achieve or sustain profitability; (xviii) Holdco’s potential need to raise additional capital to execute its business plan, which capital may not be available on acceptable terms or at all; (xix) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xx) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xxi) the risk that orders that have been placed by customers for launches with D-Orbit are cancelled or modified; (xxii) that the material weaknesses in D-Orbit’s internal control over financial reporting, if not corrected, could adversely affect the reliability of D-Orbit’s financial reporting; (xxiii) the risk of regulatory lawsuits or proceedings relating to D-Orbit’s services; (xxiv) the risk that D-Orbit is unable to secure or protect its intellectual property; and (xxv) the risk factors as set forth in the D-Orbit Investor Presentation, dated January 2022. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those described in Breeze Holdings’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed or to be filed with the SEC by Breeze Holdings or Holdco from time to time. The forward-looking statements included in this press release are made only as of the date hereof.

7

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities or a solicitation of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that Holdco or Breeze Holdings may file with the SEC or send to Breeze Holdings’ or D-Orbit’s stockholders in connection with the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Contacts

Patrizia Tammaro Silva - Investor Relations

patrizia.tammaro@dorbit.space

+39 335 7959 913

Caterina Cazzola – Head of Communications

caterina.cazzola@dorbit.space

+39 340 2840 792

Aaron Palash / Allison Sobel / Aiden Woglom

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Follow D-Orbit on:

LinkedIn: www.linkedin.com/company/d-orbit

Facebook: facebook.com/deorbitaldevices/

Twitter: twitter.com/D_Orbit

Instagram: instagram.com/wearedorbit/

8

EX-99.2

Exhibit 99.2

PAGE 1 INVESTOR PRESENTATION J A N U A R Y 2 0 2 2

This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about D - Orbit S . p . A . and its subsidiaries (“D - Orbit”) and Breeze Holdings Acquisition Corp . (“Breeze”) . By participating in this Presentation, you expressly agree to keep confidential all otherwise non - public information disclosed by us, whether orally or in writing, during this Presentation or in these Presentation materials . You also agree not to distribute, disclose or use such information for any purpose, other than for the purpose of your firm’s participation in the potential financing and to return to D - Orbit or Breeze, delete or destroy this Presentation upon request . You are also being advised that the United States securities laws restrict persons with material non - public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information . This Presentation relates to the potential financing of a portion of a contemplated business combination of D - Orbit and Breeze through a private placement of Breeze’s common stock . This Presentation shall not constitute a “solicitation” as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended . No Of f e r o r So l i cita ti o n This Presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other specific product . Any offering of securities (the “Securities”) will not be registered under the Securities Act of 1933 , as amended (the “Act”), and will be offered as a private placement to a limited number of institutional “accredited investors” as defined in Rule 501 (a)( 1 ), ( 2 ), ( 3 ) or ( 7 ) under the Act or “qualified institutional buyers” as defined in Rule 144 A under the Act . Accordingly, the Securities must continue to be held unless the Securities are registered under the Act or a subsequent disposition is exempt from the registration requirements of the Act . Investors should consult with their legal counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Act . The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued . Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time . Neither D - Orbit nor Breeze is making an offer of the Securities in any state where the offer is not permitted . NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE . This Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice . You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs No representation, express or implied, is or will be given by D - Orbit, Breeze or their respective affiliates and advisors as to the accuracy or completeness of the information contained in this Presentation . In d u s try an d M a rke t In fo r m a ti o n Information contained in this Presentation concerning D - Orbit’s industry and the markets in which it operates, including D - Orbit’s general expectations and market position, market opportunity and market size, is based on information from D - Orbit’s management’s estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties . In some cases, we may not expressly refer to the sources from which this information is derived . Management estimates are derived from industry and general publications and research, surveys and studies conducted by third parties and D - Orbit’s knowledge of its industry and assumptions based on such information and knowledge, which we believe to be reasonable . In addition, assumptions and estimates of D - Orbit’s and its industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors . These and other factors could cause D - Orbit’s future performance and actual market growth, opportunity and size and the like to differ materially from our assumptions and estimates . Trademarks All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong to their respective owners and D - Orbit’s or Breeze’s use thereof does not imply an affiliation with, or endorsement by the owners of such trademarks, copyrights, logos and other intellectual property . Solely for convenience, trademarks and trade names referred to in this Presentation may not appear with the ® or Œ symbols, but such references are not intended to indicate, in any way, that D - Orbit or Breeze will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . PAGE 2 LEGAL DISCLAIMER Disclaimer and Cautionary Note Regarding Forward - Looking Statements

U s e o f Proj e cti o n s This Presentation contains estimated or projected financial information with respect to D - Orbit, including, without limitation, D - Orbit’s projected revenue, operating income, EBITDA, cash flow from operations, and free cash flow for 2021 - 2028 . Such estimated or projected financial information constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such estimated or projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information . See “Forward - Looking Statements” below . Actual results may differ materially from the results contemplated by the estimated or projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such estimates and projections will be achieved . Neither the independent registered public accounting firm of Breeze nor the independent registered public accounting firm of D - Orbit, audited, reviewed, compiled, or performed any procedures with respect to the estimates or projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation . The performance projections and estimates herein are also subject to the ongoing COVID - 19 pandemic, and have the potential to be revised to take into account further adverse effects of the COVID - 19 pandemic on the future performance of D - Orbit and Breeze . Projected returns and estimates are based on an assumption that public health, economic, market, and other conditions will improve : however, there can be no assurance that such conditions will improve within the time period or to the extent estimated by D - Orbit and Breeze . The full impact of the COVID - 19 pandemic on future performance is particularly uncertain and difficult to predict . Therefore actual results may vary materially and adversely from the projections included herein . Use of Non - GAAP and Non - IFRS Financial Measures This Presentation includes certain non - IFRS financial measures, including EBITDA, that are not prepared in accordance with International Financial Reporting Standards (“IFRS”) and that may be different from non - IFRS financial measures used by other companies . D - Orbit and Breeze believe that the use of these non - IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of D - Orbit . These non - IFRS measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with IFRS . Forward - looking non - INFS financial measures are provided ; they are presented on a non - IFRS basis without reconciliations of such forward - looking non - IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation . F o rw a r d - L oo kin g Sta t e m e n ts This Presentation includes “forward - looking statements” within the meaning of the “safe harbor’’ provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . Such forward - looking statements with respect to revenues, earnings, performance, strategies, the market, prospects and other aspects of the businesses of D - Orbit, Breeze or a combined company after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties . A number of factors, many of which are outside of the control of D - Orbit and Breeze, could cause actual results or outcomes to differ materially from those indicated by such forward - looking statements . These forward - looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions ; (ii) the inability of the D - Orbit and Breeze to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Breeze or equity holders of D - Orbit is not obtained ; (iii) failure to realize the anticipated benefits of the proposed business combination ; (iv) risks relating to the uncertainty of the projected financial information with respect to D - Orbit ; (v) risks related to the rollout of D - Orbit’s technologies ; (vi) the effects of competition on D - Orbit’s business ; (vii) the level of product service or product failures that could lead customers to use competitors’ services ; (viii) developments and changes in laws and regulations ; (ix) the impact of significant investigative, regulatory or legal proceedings ; (x) the amount of redemption requests made by Breeze’s public stockholders ; (xi) the ability of Breeze or the combined company to issue equity or equity - linked securities in connection with the proposed business combination or in the future ; and (xii) those factors discussed in Breeze’s Annual Report on Form 10 - K for the fiscal year ended December 31 , 2021 , under the heading “Risk Factors,” and other documents of Breeze filed, or to be filed, with the Securities and Exchange Commission (“SEC”) . If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that neither Breeze nor D - Orbit presently know or that Breeze and D - Orbit currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect Breeze’s and D - Orbit’s expectations, plans or forecasts of future events and views as of the date of this Presentation . Breeze and D - Orbit anticipate that subsequent events and developments will cause Breeze’s and D - Orbit’s assessments to change . You are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made . D - Orbit and Breeze undertake no commitment to update or revise the forward - looking statements, whether as a result of new information, future events or otherwise, except as may be required by law . PAGE 3 LEGAL DISCLAIMER (CONT.)

Add iti o n a l In fo r m a ti o n If the contemplated business combination is pursued, D - Orbit (through an entity to be organized for purchases of effecting the business combination) intends to file a Registration Statement on Form F - 4 with the SEC, which will include a preliminary proxy statement/prospectus . Breeze will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders . INVESTORS AND SECURITY HOLDERS OF BREEZE ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH BREEZE’S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONTEMPLATED BUSINESS COMBINATION AND THE PARTIES THERETO . The definitive proxy statement/prospectus will be mailed to stockholders of Breeze as of a record date to be established for voting on the proposed business combination . Stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www . sec . gov . P a rticip a n ts i n th e So l i cita ti o n Breeze, D - Orbit and certain of their respective directors, executive officers, other members of management, and employees, under SEC rules may be deemed to be participants in the solicitation of proxies of Breeze’s stockholders in connection with the proposed business combination . Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of Breeze’s directors and officers in Breeze’s filings with the SEC, including Breeze’s Annual Report on Form 10 - K for the fiscal year ended December 31 , 2020 , which was filed with the SEC on March 31 , 2021 , and such information and names of D - Orbit’s and Breeze’s directors and executive officers will also be in the Registration Statement on Form F - 4 to be filed with the SEC . PAGE 4 LEGAL DISCLAIMER (CONT.)

BREEZE AND THE BOLDEN GROUP OVERVIEW • 25+ years of experience as a financial executive • President and CFO of Saddle Operating • Director, CFO and Treasurer of EXCO Resources D ou g Ram sey, Ph.D. Chairman, CEO T HE CHARL E S F. B O L DE N GROUP • The Charles F. Bolden Group is a consortium of accomplished leaders and problem solvers with extensive experience leading complex organizations in challenging environments • Vision: Leadership for the Global Advancement of Science and Security • Focal points: Space / Aerospace, National Security, STEM + AD education, Health Initiatives • Founded in 2017 by Charles F. Bolden Jr. BREEZE HO L DIN GS AC Q UIS I T I O N C O R P . • Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) is a publicly - listed special purpose acquisition company with $117mm in cash • Proven management team with history of generating shareholder returns and track record of sourcing and closing acquisitions • Multi - decade public and private company expertise • 35+ years of experience in operations, drilling, regulatory compliance and EHS in the oil and gas industry • C OO o f S a dd l e Op e ra t i n g • VP of Env. Health and Safety of EXCO Resources and TGGT Midstream R uss G r iff in Director, President • 25+ years’ experience at the governmental, national and international levels • Retired Colonel, USMC • Professional expertise in Aerospace, HUMAN+machine Collaboration, International Affairs and Critical Infrastructure Ché Bo l d en President, CEO • 45+ years’ experience at the governmental, national and international levels • 12th Administrator of NASA and Retired Major General, USMC • 4 time Shuttle Astronaut (2 as Pilot, 2 as Commander) M ajor Ge neral Ch arl e s F. Bo l d e n J r . Founder, CEO Emeritus O th e r S e l ec t M e m b ers o f CF BG R en e e W ynn Prev. NASA CIO, Asst . Administrator at the EPA Geo f f Y o d er Breeze and The Bolden Group partnership combines public company experience and unique space sector expertise D av a N e w man, P h. D . Prev. NASA Director of the Director MIT Media Lab, Office of Evaluation Prev. Deputy Administrator of NASA PAGE 5

TRANSACTION OVERVIEW L u ca R o sse tt in i , P h .D. CEO, Founder Re n a to Pan e s i , Ph.D. CCO, Founder A l essa n d r o G i ud i ce CFO J o n a t h a n Fi r th COO D o u g Ramse y, Ph.D. Chairman, CEO Ru ss G r i ff in Director, President M a j o r G e n e r a l C h a r l es F. B o l de n J r . Founder, CEO Emeritus C h é B o l de n President, CEO T RANSA C T I O N DE T AI L S • Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) is a publicly - listed special purpose acquisition company with $117mm in cash • Approximately $95mm has been raised in support of the transaction including (i) a $5.5mm common stock PIPE (ii) a $59mm (€52mm) Pre SPAC convertible bond that will convert into equity at SPAC merger close (already fully funded) and (iii) a 4 - year, $31mm convertible note that will fund at SPAC merger close O v er v iew Valuatio n • Pro forma firm value of $1,278 which equates to 2.8x 2024 revenue a n d 0.8x 202 5 r e v e n u e • D - Orbit shareholders: 83.8%, SPAC public shareholders 8.4%, Pre - SPAC bondholders 5.2%, SPAC founder shares 2.2%, PIPE shareholders 0.4% O w n ership • Minimum cash requirement of $95mm PAGE 6 Clo sin g cash conditions • Expected to close in Q2 or Q3 2022 following receipt of approval from Breeze & D - Orbit stockholders as well as any other required regulatory approvals Timin g • 7 members consisting of D - Orbit’s CEO, 2 directors designated by Breeze who shall be members of The Bolden Group and 4 additional directors designated by D - Orbit Board co m p o sit i o n B R E E Z E H O L D I N G S ACQU I S I TIO N C O R P .

BREEZE AND THE BOLDEN GROUP INVESTMENT THESIS FOR D - ORBIT • Enabling the rapid and sustainable growth of the new space economy • Shared philosophy of making life better on Earth with the advancement of science • Platform company with multiple revenue streams Visio n ary co m pany • ION Satellite Carrier (ION) platform built on cutting edge technology • Delivering advanced services in space • Experienced operating team, board and advisory council with deep space expertise Technology differentiation & first mover advantage • 6 missions in space since first launch in 2013 • Delivered >70 payloads in space to date • Track record of satisfied and repeat customers Pr o v e n i n spa c e • Proven commercialization with paid customer missions • Support from backlog, contracts under negotiation and large pipeline • Confidence in path to profitability S t ro n g busin es s m o del PAGE 7

PAGE 8 INVESTMENT HIGHLIGHTS Market leader for space logistics, orbital transportation and advanced services in $425bn 1 space economy expected to triple in size 2 over next 10 years 01 Differentiated in - house technologies, world - class proprietary IP and founder - led team of industry pioneers Proven in space; >70 payloads successfully delivered Uniquely positioned to capture share in the in - orbit serving market – over the next 10 years, more than 65,000 satellites 4 planned to be launched (3,300+ satellites 3 in operation today) Strong financial outlook – Several missions planned for H1 2022 and €147mm of contracts in negotiation Expected to scale rapidly over the next several years – €1.1bn pipeline of opportunities through 2026 02 03 04 05 06 1 Source: Space Foundation, 2020 2 Source: “The Commercial Space Race: Some things change, others stay the same”, Bank of America, 2020 3 Source: UCS Satellite Database, 2021 4 M a n a g e m e n t a ss e ssm e n t Data as of December 2021

PAGE 9 BUSINESS OVERVIEW PHOTOGRAPH OF EARTH TAKEN FROM ION ORIGIN MISSION (SEP - 20)

D - ORBIT AT A GLANCE W E L L P O S I T I O N E D T O B E N E F I T F R O M R A P I D L Y G R O W I N G S P A C E E C O N O M Y B E Y O N D In - orbit recycling, manufacturing & infrastructure World’s first to provide in - space satellite transportation for paying customers World’s first to demonstrate satellite - as - a - service capabilities in space T R A C K R E C O R D I N S P A C E • Successfully launched 6 missions since first in 2013; 5 with paying customers and 4 ION missions in the last 15 months • >70 payloads DELIVERED in space today 2023+ T O M O R R O W Next - gen in - orbit services across entire satellite lifecycle 2021+ T O D A Y Last - mile delivery solution for satellites and advanced infrastructure services REVENUE A N D P I P E L I N E • €19mm backlog 3 • €147mm contracts in negotiation 4 • €1.1bn pipeline 5 1 Paying customers represent satellite operators, technology manufacturers, and other space and non - space companies and/or institutional entities that entered into a commercial contract for D - Orbit services 2 Engaged in the ESA Sunrise Phase - 1 development project 3 Backlog defined as the value of executed and binding sale contracts for which revenue has not been yet recognized – data as December 2021 4 Contracts in negotiation defined as contracts for which official proposals have been sent and are currently under negotiation with customers and/or responses to ITT currently under evaluation – data as of December 2021 5 Pipeline is defined as potential future contracts based on customers discussions and D - Orbit estimates including latest constellations deployment planning, upcoming institutional/private programs, and extension of existing sale contracts up to 2026 PAGE 10 K E Y P A R T N E R S TEAM A N D I N V E S T O R S • 160+ team members • Headquarters: Italy • Select investors CUSTOMERS • >40 paying customers 1 2

D - ORBIT’S EXPERIENCED TEAM L U C A R O SS E TT I N I , Ph.D. C E O , F O U N D E R • Led research on nanotechnologies applied to space propellant • Experience at NASA Ames under Fulbright BEST program • Received a Ph . D . in Advanced Space Propulsion from Politecnico Milano, a Master in Strategic Leadership Towards Sustainability and a Certificate in Technology Entrepreneurship from Santa Clara University RENATO PANESI, Ph.D. CC O , F O U N D E R • Deep experience in flight simulation and in robust multivariable control of aerospace systems • Led multi - million - dollar contracts as marketing & sales area manager at Finmeccanica/Leonardo • Experience at NASA Ames under Fulbright BEST program • Received a Ph . D . in Aerospace Engineering from the University of Pisa and a Certificate in Technology Entrepreneurship from Santa Clara University ALESSANDRO GIUDICE CFO • Served as Partner at YourCFO Consulting • Former CFO at Enertronica • Received Masters in Finance from London Business School JONATHAN FIRTH COO • Founding member of the executive team that started Virgin Galactic, The Spaceship Company and Virgin Orbit; former Executive VP of Spaceport & Program Development at Virgin Galactic • Received an MBA from Henley Business School, UK L O R E N Z O F E RR A R I O , P h . D . CTO PIETRO GUERRIERI CSO M O N I C A V A LL I , P h . D . VP OPERATIONS PATRIZIA TAMMARO INVESTOR RELATIONS 160+ T O T A L T EA M M EMBERS 90+ MScs 15 PhDs PAGE 11

Ou r Vision Creating the first space logistics infrastructure to enable the trillion dollar space economy and human expansion in sustainable space PAGE 12 PAGE 12

Massiv e and ra p idly gro w in g s p ace eco n omy 1 Source: Space Foundation, 2020 2 Source: “The Commercial Space Race: Some things change, others stay the same”, Bank of America, 2020 3 Source: UCS Satellite Database, 2021 4 Management assessment Satellit e exponential growth $425bn 2020 1 65,000+ satellites planned to be launched over the next 10 years 4 MARKET OPPORTUNITY $1.4tn 2030 2 3,300+ operating satellites today 3 PAGE 13

THE NEW SPACE ECONOMY IS ENABLING MULTIPLE SECTORS ON EARTH FOR E S T MA N AG E M E NT • Sustainable forestry • Preserve wildlife AG R I C ULT U R E E NH ANC E M E NT • Monitor crop development • Reduce use of water and pesticides • Mitigate famines E A R T H OBS E R VAT I O N, CLIMATE CH ANGE • Greenhouse gas emission monitoring • Natural disaster mitigation and response O IL AN D G A S IN D U S TR Y • Detect and monitor leakages • Find new potential resources A U T O N O M O U S DRI V I N G , NAVIGATION • Secure, precision navigation • Autonomous cars, flying taxis, delivery drones, robots T EL E C O MMUN I CAT I O N, INTER N E T , IoT PAGE 14 • Low cost internet for billions of people • Connect remote areas

SATELLITE BOTTLENECK IN GETTING TO SPACE TODAY Satellites are boarded into a rocket launcher Satellites are released from launcher in clusters 6 to 10 months to reach the operational position in orbit New launch required for different orbital planes Satellites deployed in cluster in the new orbital plane Fully operational constellation Prohibitively expensive dedicated launches or ‘3rd class’ tickets on rideshare launches PAGE 15 Significant delays in reaching operational orbit

Payloads in position and ready to operate in few weeks! Multiple orbits in the same mission! PROVEN SOLUTION “cargo” satellite capable of transporting satellites into the right orbit and into the right place in space D - O R B I T I O N S A T E L L I T E C A R R I E R Each Payload precisely released into its target orbit Integrated and launched in large rocket ION aggregates multiple Payloads PAGE 16

ION SATELLITE CARRIER S A T E L L I T E L A S T - M I L E D E L I V E R Y S O L U T I O N 01 FAST E R T IME - T O - RE V E N UES Fast positioning in target orbit L AU N CH C O S T REDUC T I O N Deploy constellation in multiple orbits on a single mission FA S T E R T IM E - T O - SP A C E Ride on the first available launcher REDUC T I O N IN NUMBER O F SATEL L ITES ION replenishes constellations faster so there is less need for spare satellites 02 03 04 05 L O WER M A N UFACT UR IN G C O ST Reduced need for propulsion decreases costs Up to Time reduction from launch to revenues Up to Lower cost for constellation deployment 1 Management assessment based on data from existing customers PAGE 17

PICTURES TAKEN DURING THE MANUFACTURING AND TESTING OF ION (MK01) LAUNCHED IN 2020

ION (MK01) INSTALLED INTO VEGA LAUNCHER AT FRENCH GUYANA, READY FOR LAUNCH, SEPTEMBER 2020 ION (MK02) DURING TEST PHASE AT D - ORBIT PRODUCTION VENUE

I O N - M K 0 2 S C V 0 0 3 A S S E M B L E D ( M A Y – 2 1 ) I O N - M K 0 2 S C V 0 0 4 (NOW IN O R B I T ) A N D S C V 0 0 5 (ON G O IN G ) ASSEMBLY OF ION SCV004 AND SCV005 FOR LAUNCHES IN JANUARY 2022 AND APRIL 2022, RESPECTIVELY PAGE 20 ION SCV003 AND ITS PAYLOADS READY FOR SHIPPING TO THE LAUNCH BASE. CURRENTLY IN ORBIT.

ION IS MULTI - PURPOSE SPACECRAFT I O N I S A M O D U L A R P L A T F O R M E N A B L I N G A V A R I E T Y O F H I G H - M A R G I N S E C O N D A R Y M I S S I O N S A single ION cargo satellite completes its primary mission by deploying its passenger satellites in precise orbital slots ION then joins a growing fleet of multi - purpose spacecraft to undertake high - margin secondary missions that include: IN - ORBIT VALIDATION AND DEM O N S T RATI O N I N T E G RATED SATELLITE SERVICES SATELLITE FOR RENT IN - ORBIT SERVICING & ACTIVE DEBRIS REMOVAL IN - ORBIT RECYCLING, MANUFACTURING & INFRASTRUCTURE SPACE CLOUD COMPUTING I N FRAS TRUC T U RE S T A R T I N G I N 202 3 BEYOND T O D A Y & I N P R O GRE SS 3 . I O N I N - O R B I T - SER V I CE S 2 . I O N A D V A N CE D SER V I CE S UPS I D E T O F O RE CAST ; N O T INCLUDED IN PLAN 1 . I O N S A T EL L I T E T R A N S P O R T A T I O N PAGE 21

ADVANCED SERVICES T H E H I G H - M A R G I N S E C O N D L I F E O F I O N These offerings will grow as a function of ION launches in the years to come ION is the building block for to deliver services to customers today and to enable future products and services tomorrow • Enable experiments and the testing of equipment in space • Make innovative technology flight proven in space and ready for market in a few months I n - orbi t v alidation a n d demonstra t ion I n tegrated s a telli t e s e rvice s via payload s h oste d o n I O N • Cameras, antennas, sensors, Earth observation equipment • Expected to have >20 ION units in orbit by the end of 2023, constellations can be offered ‘as - a - service’ • Renting ION as additional satellite for customers’ constellations • Long - term satellite storage with fast and precise on - demand satellite release Sate l lit e fo r ren t • Integrated service on ION for fast data exchange and storage • On orbit edge computing, data storage & processing • Next paradigm for space data collection and analysis Sp ace clo u d compu ti n g i n fras tru c ture PAGE 22

SPACE CLOUD COMPUTING INFRASTRUCTURE Earth O b se r v a tion I n te r n et of Things S yn thetic A p erture Radar Telecom D - O R BI T ’S CLOUD SERVICE • Integrated service on ION for fast data exchange and storage that is expected to: • Provide customers on - demand, in - orbit cloud computing and data storage service with endless applications • Deliver customers exceptionally fast data relay with almost instant downlink to Earth • Network of IONs in orbit expected to complement access of satellite networks to ground systems A t a Gl a n c e ION ION CU S T O M ER SATELLITES USE R S EARTH BASED CLOUD A U R O R A I O N s as Clo u d I n fr a s t ruct u r e Nod e s Mission Control Software PAGE 23

THE NEXT MARKET: In Orbit Servicing D - O rb i t’s lo g i s ti c s s e r vi c e s will e nsu r e f o r c o m m e r c ial an d g o v e rn men t s p ace e nde a vors and debris in space require in - orbit services such as transportation, maintenance, active debris removal and end - of - life disposal Satellite Rocket body Object D e br i s Source: www.stuffin.space Note: Stuff in Space provides a real - time 3D map of objects in Earth’s orbit. The website updates daily with orbit data from Spa ce Track and calculates the actual, current satellite and debris positions T OM O RR O W Debris from Chinese rocket re - enters Earth's atmosphere over Indian Ocean Space junk damages International Space Station's robotic arm Satellite debris forces space station crew to take shelter PAGE 24

TRANSPORTATION REFUELING PHASING MAINTENANCE EMERGENCY D I S PO S AL IN - ORBIT SERVICING T H E N E X T M A R K E T D - O rb i t h as al r e ady w o n for studying and delivering in - orbit servicing (active debris removal) We believe the combination of , the scalability of the and will enable D - Orbit to provide in - orbit servicing to satellite operators In - orbit servicing active debris removal Scalable and modular Move existing satellites from one orbit to another new orbit Extend the life of satellites Rescue satellites launched or drifting to the wrong orbit Dispose of satellites properly at the end of their life (active debris removal) 01 02 03 04 T OM O RR O W PAGE 25

IN - ORBIT & I N - S P ACE 1 Source: ESA, Feb 2020 Note: Potential future business not included in financial projections BEYOND IN - ORBIT SERVICING E N A B L I N G T H E I N C O M I N G T R I L L I O N D O L L A R S P A C E E C O N O M Y There is an estimated 8,000+ TONS 1 of space debris in orbit containing valuable resources. SIGNIFICANT COST SAVINGS are possible by recycling material that has already been launched into orbit RECYCLING BEYOND Microgravity enables the production of lighter and bigger structures that could not be manufactured on Earth. This includes RESOURCING from orbital recycling and FACILITATING EXPANSION in space MANUFACTURING We believe the extended capabilities of D - Orbit’s fleet of cargo and servicing spacecraft will enable new SPACE LOGISTICS INFRASTRUCTURE . We believe this infrastructure will also be essential for SUSTAINABLE space business as w ell as the HU M A N E XPA NS IO N IN S P A CE SPAC E L O G I S T I CS I NFRAS T RUCTURE PAGE 26

A s o f J an - 22 M I S SI O N #1: SEP - 2020: VEGA M I S SI O N #2: JAN - 2021: FALCON 9 M I S SI O N #3: JUN - 2021: FALCON 9 M I S SI O N #4: JAN - 2022: FALCON 9 M I S SI O N #5: APR - 2022: FALCON 9 M I S SI O N #6: JUN - 2022: FALCON 9 Further missions planned for 2022 and 2023, booking already started MISSIONS: >70 PAYLOADS IN SPACE TODAY A L R E A D Y I N O P E R A T I O N F O R P A Y I N G C U S T O M E R S COMPLETED CO M P L E T ED CO M P L E T ED O N GO I NG BOOKED B O O KI N G I N P R O GRE SS Ariane VV16 launch carrying ION Mk01 carrier, September 2020 Note: Missions 1 - 3 defined as “completed” as launch was executed and satellite were deployed successfully. Mission 4 launch was executed and deployment is ongoing. Advanced services ongoing for missions 2 - 4. PAYI N G PASS E N G ERS: PAGE 27

PAGE 28 x x x I n - or b it d e m onstration o f hosted p ay l oad s D eb r i s tra c k i n g I n - or b it d eb r i s d etection G R O W I N G L E V E L S O F C O M P L E X I T Y A N D E N H A N C E D C A P A B I L I T I E S OUR ION MISSIONS S ep tem b e r 202 0 M I S S I O N M I S S I O N 1 2 M I S S I O N 3 S A T EL L I T E T R A N S P O R T A T I O N A N D D EPL O Y M E N T A D V A N CE D SER V I CE S T EST I N G FOR FUT U R E SER V I CE S CO M M ER CIAL CUSTOMERS CO M M ER CIAL CUSTOMERS T ES T OF N EW TEC H N O L O GIES • Orbital maneuvering • Full cargo validation • Propulsion subsystems tested • Earth Observation payload • Satellite for rent • Propulsion characterization • Laser communication – space to ground • Orbital data - center / in - orbit edge computing • Drag sail • Orbital data - center / in - orbit edge computing x x x Fast dis p ers ion O r b it c ha n ge P l ane c ha n ge x x x Added c apabili t i e s J un e 202 1 M I S S I O N 4 x x x x x x x x x J anu ary 202 1 U ndisc l osed Customer J anu ary 202 2 Several c ustomers including: Several c ustomers including:

PAGE 29 OUR CUSTOMERS D I V E R S E C U S T O M E R B A S E A C R O S S S P A C E S E G M E N T S A N D G E O G R A P H I E S T O TA L B ACK L O G 1 € 1 9mm T O TA L C O N TRACT S I N N E G O TIATION 2 T O 202 4 € 1 4 7 mm T O TA L P I P E L I N E 3 € 1 .1bn Positive customer experience driving repeat business , which makes up a significant proportion of backlog Cu s to m e r s r e po r t hig h ly p o siti ve e x per i e nc e s with ION missions to date, and rigorous launch project management is driving new business Note: Logos represent existing customers with historical revenue / backlog 1 Backlog defined as the value of executed and binding sale contracts for which revenue has not been yet recognized 2 Contracts in negotiation defined as contracts for which official proposals have been sent and are currently under negotiation with customers and/or responses to ITT currently under evaluation 3 Pipeline is defined as potential future contracts based on customers discussions and D - Orbit estimates including latest constellation planning, upcoming institutional/private programs, and extension of existing sale contracts up to 2026 Data as of December 2021 N E W SPAC E TRADIT I O N A L SPAC E INSTITUTIONAL

LAU NCHE R S WORLD - CLASS INDUSTRY PARTNERSHIPS Network of world - class partners that leverage D - Orbit’s products and services to provide end - users with reliable turnkey solutions KE Y I ND U S TRIA L P A R TNE RS D - Orbit has preferred partner relationships with major launch operators, and ION is compatible with most launch providers Agreements with other providers are under discussion PAGE 30

ION PRODUCTION VENUE C L E A N R O O M + P R O D U C T I O N A R E A c a p a c i t y f o r 1 5 I O N / y e a r PAGE 31 ION production facility is located in Italy, near Lake Como

MISSION CONTROL CENTER PAGE 32 Staffed and monitored 24/7 during the course of missions, running proprietary Aurora mission control software • Full horizontal capabilities: operating satellites and a fully functional mission control room • Equipped with antennas on the roof • Connected to a variety of third - party ground stations

AURORA Mission control software aiding the deployment and management of constellations PR O VEN I N SP A C E: D - SAT First satellite - as - a - service space proven hardware incorporated into ION PR O VEN I N SP A C E: D3 Decommissioning system for satellites PR O VEN I N SP A C E: IN - HOUSE TECHNOLOGIES R E A D Y T O P R O V I D E I N - O R B I T S E R V I C I N G I O N 4 Pa t e n t f a m ilies Countries including the United States, key EU member states, China, Russia, Japan and India 1 18 40+ Pa t e n t s g r a n t e d o r p e n d i n g D - SENSE Multi - sensor, satellite tracking and rendezvous PR O VEN I N SP A C E: PR O VEN I N SP A C E: IA - CORE Advanced distributed computer, for future AI applications D - Orbit’s incremental development and test approach leveraging space missions paid by customers enables fast go - to - market for new services PAGE 33 1 Represents countries in which patents were filed and granted (or under granting process)

DEVELOPING INFRASTRUCTURE FOR THE SUSTAINABLE USE OF SPACE • D - Orbit is the first space company worldwide to be certified as a for profit B Corporation (“B - Corp”), reinforcing that its purpose - driven mission benefits all stakeholders and shareholders • D - Orbit proprietary technology will contribute to risk reduction of in - orbit operations and re - entry of space objects by: • Enabling the removal of dangerous space debris • Enhancing object tracking and cataloging to improve space situational awareness • Establishing safe and effective Space Traffic Management • Committed to strengthening local communities through the “D - Orbit Academy” • Training and professional development program for current and future D - Orbit team members • Outreach activities in local communities D - O r b i t ’ s p u r p o s e - d r i v e n m i s s i o n b e n e f i t s a l l s t a k e h o l d e r s a n d s h a r e h o l d e r s PAGE 34

FINANCIAL OVERVIEW PAGE 35 PHOTOGRAPH OF ION - MK02 PROPULSION (MAY - 21)

B USI N E SS MODEL KEY DR I VE RS BUSINESS MODEL OVERVIEW D - O R B I T ’ S I O N I S A M U L T I - R E V E N U E P L A T F O R M • Deliver satellites to desired orbit location with ION Spacecrafts • Each ION carries 48U payloads • Revenue per Cubesat (1U) transported T O D A Y TOMORROW I O N S ATELL I T E TRANSP O R TAT I O N 1 I O N AD VA N CED S ER VI CES I O S : I N - O R B I T - S ER VI CES 2 3 T O D A Y • Number of missions • Price per Cubesat requiring full services • Launch costs (e.g. SpaceX), weight based • ION hardware BoM, overhead costs and related labor • Deliver broad range of services to ION Cargo and other customers to optimize satellite operations • Launch costs covered by ION transportation business, subsidizing incremental services revenue • Size of fleet of D - Orbit IONs in orbit • Per satellite, per service monthly fees and usage based component • System, installation and third party service delivery costs (e.g. Interlink) • Perform high value in - orbit - services including life extension, emergency, re - orbiting and decommissioning • Subscriptions for satellite operators and charge on services performed • High leverage model with modular approach enabling delivery of multiple services per mission • Number of satellites subscribed • Number of services performed in - orbit • Subscription and per service fees • Number of service modules required • Launch costs, weight based, hardware and operational costs PAGE 36

REVENUE AND KEY DRIVERS SUMMARY Estimated f igures in €m 2021 2022 2023 2024 2025 I O N re v e n u e 1 15 41 83 119 # ION missions 2 6 13 15 21 I O N adva nc e d se r vices re v e n u e <1 2 32 59 114 # payloads and satellites serviced in - orbit 7 10 85 132 189 Next Gen Transport / Space Taxi -- -- -- 20 326 Satellite Servicing / Decommissioning -- -- 14 231 798 I O S r e v e n u e -- -- 14 251 1,124 # IOS missions -- -- 1 8 39 O t h e r re v e n u e 2 4 6 6 9 To t a l Reve n u e 3 20 93 399 1,366 % revenue growth -- 562% 364% 327% 242% • N ea r te r m r e v e n u e p r i m a r i l y dr i v e n by I O N space tr a n spo r tati o n mis s i o n s • €19mm backlog • Several missions planned for H1 2022 • Ongoing engagement with the most important satellite operators from the traditional and new space sectors • L e v e r a ge g r o w in g f l ee t o f I O N s in o r bi t to p r o vide h i gh m a r gin a dv a n c e d se r vices to s u pp o r t sate l l i te o pe r a t i o n s • N e x t - gen I O S se r vices co m m e n c i n g i n 2023 • Expansion of existing in - orbit transportation solutions plus satellite servicing and decommissioning • Includes both LEO and GEO based services ION satellite transportation ION advanced services In - orbit servicing PAGE 37 Note: Other includes current business revenue and next - gen svcs revenue

SUMMARY P&L AND CASH FLOW • Multi - r even u e s tr ea m p latf o r m • Near term revenue driven by ION missions • Support from ION advanced services and other adjacent revenue streams • Next - gen IOS revenue scaling in 2023 • S tr uct u r ally p r of ita b le, ca p i tal effi c i ent model • Gross margins supported by strong unit economics • Significant operating leverage • Stable CapEx requirements through forecast period • Ex p ected to achieve f r e e cas h flo w b r eakeven b y 2024 • Lo ng - ter m tar g e t m a r g i n • EBITDA target: ~40% • Ability to manage growth vs. profitability PAGE 38 Note: “nm” denotes < (100%); EBITDA is not a IFRS measure, see appendix for reconciliations 1 Includes intangible expenditures (capitalized R&D and salaries) Estimated f igures in €m 2021 2022 2023 2024 2025 Revenue ION missions 1 15 41 83 119 Advanced services and other current business 2 5 38 64 122 In Orbit Services -- 1 15 252 1,125 T ota l R e v en ue € 3 € 2 0 € 9 3 € 39 9 € 1,36 6 Revenue Growth YoY -- 562% 364% 327% 242% Gross P rofit (€ 13 ) (€ 10 ) € 1 4 € 22 3 € 76 4 Total Gross Margin % nm nm 15% 56% 56% Gross Margin ION missions nm nm 7% 49% 51% Advanced services and other current business 12% 64% 51% 59% 43% Next - gen services nm nm nm 57% 58% EBITDA (€ 21 ) (€ 20 ) (€ 4 ) € 15 3 € 52 2 EBITDA Margin % nm nm nm 38% 38% CFO (19) (22) (13) 59 223 Ca pE x and other 1 (4) (36) (69) (50) (58) Free Cash F l ow (€23) (€58) (€82) €8 €165

NEAR - TERM GOALS U S E O F P R O C E E D S T O A C C E L E R A T E D - O R B I T G R O W T H TECHNOLOGY S P ACE C O R P O R ATE 202 2 Grow Capability Group Industrial Plan Aurora Suite Build Out Offering ION Advanced Services Product Suite Bu il d O ut Team Strengthen Key Areas / Retention Program / Talent Acquisition Program Training & Development Programs Market Ca p tu r e Regular & More Frequent ION Launches Marketing & Pricing Strategy for Market Share Capture / Value Based New M ar k ets US & Canada Growth Strategy Europe / Asia / Middle East Growth Strategies ION New Facility in Italy Industrialize ION Production ION Evolution incl. Strengthen Propulsion IOS R&D / Product Development for Other IOS Capabilities Add Robotics Capability to D - Orbit PAGE 39

TRANSACTION & VALUATION OVERVIEW PAGE 40

83.8% 5.2% 8.4% 2.2% 0.4% D - Orbit shareholders Pre - SPAC bondholders SPAC public shareholders Founders PIPE shareholders PAGE 41 Note: USD to EUR conversion rate of 0.88 Company will maintain a customary EIP reserve amount of 10% of outstanding shares; Assumes no SPAC redemptions, $10 share price at time of merger consummation; 1 Based on 120.0mm D - Orbit shares, automatic conversion of D - Orbit pre - SPAC convertible bonds principal amount plus accrued interest (as of 12/31/21) into 7.5mm shares (convert at 80% of pre money valuation); 12.1mm of SPAC public shares, 3.1mm SPAC founder shares (2.475mm of founder shares, 0.250mm of representative shares, 0.015mm of consultant shares, 0.100mm of director shares and 0.300mm shares to Bolden Group representatives); Excludes impact of ATW convertible and public warrants given assumed $10 share price at time of merger consummation, and 0.550 PIPE shares ($5.5mm at $10 per share); 2 Cash proceeds from ATW convertible are shown net of OID of $0.9mm; 3 €51.5m euros converted at USD to EUR conversion rate of 0.88; 4 Principal amount of convertible DETAILED TRANSACTION OVERVIEW S O URCE S & U S E S PRO F O R M A VA L U A T IO N Sources Amou n t ($mm) % SPAC cash in trust $116.7 8.3% ATW convertible 2 30.0 2.1% D - Orbit pre - SPAC convertible bond 3 58.6 4.2% Stock consideration 1,200.0 85.1% PIPE Financing 5.5 0.4% T ota l s o ur ces $1,410.8 100.0% Uses Amou n t ($mm) % Purchase equity $1,200.0 85.1% Cash to balance sheet 185.8 13.2% Transaction costs 25.0 1.8% T ota l uses $1,410.8 100.0% PF O WNERSHIP SPL I T 1 Amou n t ($mm, excep t pe r share d ata) Pro forma shares outstanding 1 143.3 Share price $10.00 P r o fo r ma eq uity v a l ue $1,433 Less: cash (186) Plus: ATW convertible 4 31 P r o fo r ma fir m v a l ue $1,278 P r o fo r ma fir m v a l ue (€) € 1,12 5 Transaction multiples FV / 2024E Revenue 2.8x FV / 2025E Revenue 0.8x ($m m )

PEERS OPERATIONAL BENCHMARKING REVENUE / G R O WTH EB ITD A MA R G IN Source: D - Orbit management, company filings and FactSet as of January 19, 2022 Note: Forecast for peers based on consensus metrics; N/M represents negative margins; 1 Based on announcement forecast as consensus estimates unavailable 38% 27% 26% 21% N /M N /M 88% 72% 33% 14% M e di a n : 26 % 2024 Ma r gin 1 347% 398% 260% 253% 222% 55% 638% 254% 119% 54% M e di a n : 187 % M e di a n : 253 % 22 - 24 C AG R 1 M e di a n : 52 % PAGE 42 N E W SPAC E PUBL I C PEERS PR I MA R Y: LAUN C H & T R ANS P O R TA T I O N SE C O N D A RY: SP A CE I N F R ASTR U C TURE

PEERS VALUATION BENCHMARKING Firm Value / R e v e nue Source: D - Orbit management, company filings and FactSet as of January 19, 2022 Note: Multiples for peers based consensus forecast revenue and firm value as of Januaryy 19, 2022; Firm value build based on latest share price, share count, net debt and NCI figures as of January 19, 2022; 1 Adjusted for $425mm convertible debt offering and $414mm of cash proceeds per press release; 2 Revenue as per forecast released in announcement presentation – consensus estimates unavailable 2.8x 13 . 6 x 8.0x 3.4x 3.0x 1.8x 4.9x 2.4x 1.6x 0.7x 0.8x 5.0x 4.9x 2.1x 0.8x 0.7x 3.0x 1.5x 0.5x N /A 1 2024 N E W SPAC E PUBL I C PEERS 2 1 M e di a n : 2 . 0 x 2025 M e di a n : 1 . 5 x M e di a n : 3 . 4 x M e di a n : 2 . 1 x 2 PR I MA R Y: LAUN C H & T R ANS P O R TA T I O N PAGE 43 SE C O N D A RY: SP A CE I N F R ASTR U C TURE

APPENDIX PAGE 44 PHOTOGRAPH OF EARTH TAKEN FROM ION ORIGIN MISSION (SEP - 20)

GLOSSARY OF KEY TERMS PAGE 45 • ION – D - Orbit’s proprietary a satellite carrier vehicle designed to work as a cargo spacecraft capable of delivering to different locations in orbit • IOS – In - orbit servicing for satellite operators • MK02 – Acronym for family of ION satellite carrier vehicles (followed by MK02.5 and MK03) • SCVx – Acronym for a specific ION satellite carrier vehicle. For example, SCV3 is the third spacecraft being launched • D - Stellar – D - Orbit next - gen services primarily comprised of ION services and Advanced Services • D - Sense – D - Orbit’s proprietary multi - sensor for AOCS, satellite tracking and proximity operations • D3 – decommissioning system for satellites • D - SAT – D - Orbit’s proprietary first satellite - as - a - service space proven hardware incorporated into ION • AURORA – D - Orbit’s proprietary mission control software suite designed to control a single satellite or entire constellation • IA - CORE – D - Orbit’s proprietary advanced distributed computer, for future AI applications • FENIX Propulsion system – D - Orbit’s proprietary propulsion product portfolio introduced in 2015 • GEO – Geostationary Earth Orbit at the altitude of 22,300 miles above Earth sea level. A satellite in geostationary orbit appears fixed at the same place in the sky around the equator • LEO – Low - Earth Orbit. Satellite that orbits less than 1/17 the distance from the Earth than a GEO resulting in lower latency; however, LEO satellites move in the sky vs. GEO satellites that appear fixed • MEO – a medium earth orbit satellite with an orbit within the range from a few hundred miles to a few thousand miles above the earth's surface • Orbit – the curved path of a celestial object or spacecraft around a star, planet, or moon • Payload – the carrying capacity of a launch vehicle exclusive of what is necessary for its operation , usually measured in terms of weight

D - ORBIT’S TRACK RECORD P R O V E N S P A C E T E C H N O L O G Y A N D S O L U T I O N S D - Orbit PT e s t abl i she d Fi rst sale contract A L I C E 2 Mission D - Orbit f o u n d e d Fenix propulsion sys t em d e v e l o p e d D 3 d e c o mm i ssi o n i n g system developed D - SAT Mission: validation of D3 and satellite as a service First ION contract signed: transport of 12 satellites for Planet D - Orbit UK e s t abl i she d IOS contract Aurora cloud based mission control software launched se c o n d I ON ION Mission #1 completed: validation of ION Service 80 C o mp l e te d b ook i n g o f p e o p le GOVERNMENT DRIVEN SPACE MARKET: D - O R B I T I S I N R & D P H A S E NEW SPACE MARKET STARTS: EA R L Y CO N S T EL L A T I O N DEVELOPMENTS ION Mission #2 and #3 completed: validation of Advanced Services 150 p e o p le 2018 2019 2020 2021 NEW SPACE MARKET PROGRESS AND CONSTELLATIONS START HAVING TRACTION: APPETITE FOR ADVANCED SPACE LOGISTICS TRANSPORTATION SER V I CE S GR O W I N G 2015 2016 2017 Solid rocket motor test fire 2011 2012 2013 2014 CORPORATE TECHNOLOGY SPACE MISSIONS ION: proof performance in S p ace ION Mission #4 PAGE 46

THE EVOLUTION OF ION T H E F U T U R E O F S P A C E T R A N S P O R T A T I O N T E C H N O L O G Y Flying since 2021 • Satellite transportation (cargo up to 200kg, weight up to 500kg) • Advanced services • Additional markets : MEO, GEO, Moon orbit delivery • Key capability addition(s) : LEO to GEO transportation Flying since 2020 • Satellite transportation (cargo up to 150kg) • Advanced services • Base market : LEO • Key capabilities : Satellite transportation and advanced services 1 ION Mk02 is a modular and scalable family of cargo satellites. Additional capabilities (i.e. from LEO to GEO) can be obtained ac cording to customers’ requirements already implementable on top of the base platform Anticipated in 2024 • Satellite transportation (modular cargo up to 10 tons) • Advanced services • In - orbit services • Additional markets : Deep space • Key capability addition(s) : Interplanetary transportation ready Anticipated in 2023 • Satellite transportation (cargo up to 200kg, weight up to 500kg) • Advanced services • In - orbit services • Key capability addition(s) : In - Orbit services broadly and active debris removal specifically PAGE 47

O N L Y D - O RBI T CURR E N T L Y: COMPETITIVE LANDSCAPE D - O R B I T I S L E A D I N G T H E M A R K E T MULTI - ORBIT CAPABILITIES (Lower cost for precise in - orbit positioning) FAST SATELLITE DELIVERY TO IDEAL ORBIT (Faster time - to - revenues) GUARANTEES DEPLOYMENT INTO THE DESIRED ORBIT PROVIDES A REDUCED TIME FROM LAUNCH TO REVENUES HAS A PROVEN SOLUTION IN SPACE PROVIDES A COMPLETE END - TO - END SERVICE 1 Source: Management assessment S O L U T I O N I N S P A C E C O M PAN I E S SE EKI N G T O ADD R ES S T HE I N - SPAC E T RANSPO RTAT I O N M AR K ET¹ PAGE 48 C O M PET ITOR A Exp ec ted L ate 202 2 C O M PET ITOR B Exp ec ted 202 2 C O M PET ITOR C Ex p e c ted 202 3

EBITDA AND FCF RECONCILIATIONS PAGE 49 Figures in €m 2021 2022 2023 2024 2025 Revenue € 3 € 20 € 93 € 399 € 1,366 Less: COGS (16) (30) (80) (176) (601) Less: OpEx (inclusive of D&A) (10) (17) (38) (101) (286) Opera t i ng i nco m e (€ 23) (€ 27) (€ 25) € 122 € 478 Plus: D&A 2 7 21 32 43 EBITDA (€ 21) (€ 20) (€ 4) € 153 € 522 Cash Flow f r om Opera t i ons (€ 19) (€ 22) (€ 13) € 59 € 223 Less: CapEx and other 1 (4) (36) (69) (50) (58) Free Cash Flow (€ 23) (€ 58) (€ 82) € 8 € 165 1 Includes intangible expenditures (capitalized R&D and salaries)

AUDITED PROFIT AND LOSS ACCOUNT (IFRS) PAGE 50 Figures in €m 2019 2020 Revenue from contract with customers € 1.2 € 2.2 Other operating income (0.0) 0.0 Cost of raw materials and consumables (0.2) (0.8) Personnel costs (3.1) (4.1) Service costs (1.9) (8.4) Depreciation and amortization (0.7) (1.3) Net impairment losses on financial assets (0.5) 0.0 Opera t i ng l oss (€ 5.2) (€ 12.3) N e t fin a nc i a l income / ( e xpenses) (€ 0.2) (€ 0.3) Pro f it b e fo r e tax (€ 5.4) (€ 12.6) Income tax 0.0 0.0 Res u l t for t h e y e a r (€ 5.4) (€ 12.6)

AUDITED BALANCE SHEET (IFRS) PAGE 51 Figures in €m 2019 2020 No n - cu r r e nt a ss e t s Intangible assets € 4.4 € 5.0 Property, plant and equipment 1.6 1.5 Non - current financial assets 0.0 0.4 Other non - current assets 0.0 0.0 To t a l n o n - cu r r e nt a ss e t s € 6 . 1 € 6 . 9 C urr e nt a ss e t s Trade receivables € 2.2 € 2.5 Other current assets 4.5 3.1 Cash and cash equivalents 0.5 6.7 To t a l cu r r e nt asse t s € 7 . 1 € 12.3 To t a l a ss e t s € 13.2 € 19.2 Figures in €m 2019 2020 Sha r e h olde rs' equ i t y Share capital € 0.1 € 0.1 Share premium reserve 10.0 19.3 Retained earnings and other reserves (8.8) (20.2) ( D ef i c i t ) / Eq u i t y a tt ri b u tab le t o eq u i t y h o ld e rs o f t h e pa r ent € 1.2 € (0.8) Non - controlling interest (0.0) (0.0) To t a l ( def ici t ) / eq u i t y € 1.2 € (0.8) No n - cu r r e nt l i a bil i t i e s Long - term debt € 1.8 € 8.7 Employee benefits 0.3 0.4 To t a l n o n - cu r r e nt l i a bil i t i e s € 2.1 € 9.1 C urr e nt l i a bil i t i e s Short - term debt € 2.7 € 1.2 Derivatives 0.0 0.7 Trade payables 3.3 4.3 Contract liabilities 2.6 2.6 Other current liabilities 1.2 2.1 To t a l cu r r e nt l i a bil i t i e s € 9.9 € 10.9 To t a l l i a bil i t i e s € 12.0 € 20.0 To t a l l i a bil i t i e s a nd equ i t y € 13.2 € 19.2

AUDITED CASH FLOW STATEMENT (IFRS) PAGE 52 Figures in €m 2019 2020 Cash and cash equivalents at beginning of the year € 0.0 € 0.5 Cash flows used in operating activities: Loss before tax (€ 5.4) (€ 12.6) Depreciation and amortization 0.7 1.3 Net impairment losses on financial assets 0.5 (0.0) Net financial expenses 0.2 0.3 Other non - cash expenses, net 1.0 1.2 Change in trade receivables (1.6) (0.3) Change in trade payables (0.4) 1.0 Change in other operating assets (2.0) 2.3 Change in other operating liabilities 0.3 1.0 Change in contract liabilities 1.8 0.0 Interest paid (0.0) (0.0) Income tax paid 0.0 0.0 C a sh flo w f r o m ope r a t i ng a c t i vi t i e s (€ 5 . 0) (€ 5 . 9) Figures in €m 2019 2020 Cash flows used in investing activities: Investments in property, plant and equipment (€ 0.0) (€ 0.1) Investments in intangible assets (1.6) (3.0) Grant monies received 0.0 0.4 Non - current financial assets 0.0 (0.4) C a sh flo w f r o m i nv e s t i ng a c t i vi t i e s (€ 1 . 6) (€ 3 . 1) Cash flows from financing activities: Proceeds from borrowings from EIB and Invitalia € 0.0 € 7.4 Proceeds from borrowings from banks 0.5 0.0 Repayment of bank borrowings (0.4) (0.0) Repayment of lease liabilities (0.1) (0.1) Proceeds from issues of shares and other equity securities, net of transaction costs 7.3 8.0 Share repurchases (0.2) 0.0 C a sh flo w f r o m f in a ncing a c t i vi t i e s € 7 . 0 € 15.2 Cash and cash equivalents at the beginning of the year € 0 . 0 € 0 . 5 Exchange rate differences on cash and cash equivalents 0.0 (0.0) Total change in cash and cash equivalents 0.4 6.2 C a sh a nd c a sh eq u i v a len t s a t t he e nd o f t he y ea r € 0 . 5 € 6 . 7

The below key risk factors has been prepared solely for the purposes of the proposed Form F - 4 proxy statement/prospectus to be filed in connection with a proposed Business Combination, and not for any other purpose . The risks presented below are some of the general risks to the business and operations of D - Orbit and Breeze following completion of the Business Combination . You should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in any offering before making an investment decision . Risks relating to the business of Breeze and D - Orbit will be more fully disclosed in future documents filed or furnished with the U . S . Securities and Exchange Commission (the "SEC") . The risks presented in such filings will be consistent with those that would be required for a public company in SEC filings and may differ significantly from and be more extensive than those presented below . These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Breeze and D - Orbit following the completion of the Business Combination . D - Orbit may face additional risks and uncertainties that are not presently known to it, or that it currently deems immaterial, which may also impair D - Orbit’s business or financial condition . RISKS RELATED TO D - ORBIT AND SPACE INDUSTRY • D - Orbit is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future. • Our ability to grow our business depends on the successful development of our vehicles and related technology, which is subject to many uncertainties, some of which are beyond our control. • D - Orbit’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter. • D - Orbit’s forecasted operating and financial results rely in large part upon assumptions and analyses developed internally. If these assumptions and analyses prove to be incorrect, D - Orbit’s actual operating and financial results may be significantly below its forecasts. • The market for in - space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected. • We may not be able to convert our orders into revenue. • A key component of our business model is the delivery of satellites using our space vehicles and the development and validation of technology for current and future planned services. If we are unable to develop and integrate working technology to meet our existing and future business needs, our results of operations and business will be materially adversely affected. • We are dependent on third - party launch vehicles to launch our vehicles and customer payloads into space and any delay could have a material adverse impact on our financial condition and results of operations. • We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy. • As D - Orbit grows rapidly and expands into multiple global markets, there is a risk that it will fail to maintain an effective system of internal controls and its ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. D - Orbit may identify material weaknesses in its internal controls over financing reporting which it may not be able to remedy in a timely manner. • A pandemic outbreak of a novel strain of coronavirus, also known as COVID - 19, has disrupted and may continue to adversely affect our business. • We may experience a total loss of our vehicle and our customers’ payloads due to a launch failure or during the journey into space, and any insurance we have may not be adequate to cover our loss. • If Holdco fails to consummate the PIPE, it may not have enough funds to complete the Business Combination. • Following the completion of the Business Combination, including the PIPE investment, we may still require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all. • We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at all, which could impair our ability to deliver our services or products in a timely manner or increase our costs of production. • If D - Orbit is unable to maintain confidence in its long - term business prospects among customers and analysts and within its industry or is subject to negative publicity, then its financial condition, results of operations, business prospects and access to capital may suffer materially. • Our ION Satellite Carrier and related equipment may have shorter useful lives than we anticipate. • We expect to face intense competition in satellite transport and related services and other services which we may develop in the space transportation industry. • If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and our intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. • Protecting and defending against intellectual property claims may have a material adverse effect on our business. • Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition. • Data breaches or incidents involving our technology could damage our business, reputation and brand and substantially harm our business and results of operations. • We are exposed to risks related to geopolitical and economic factors, laws and regulations and our international business subjects us to numerous political and economic factors, legal requirements, cross - cultural considerations and other risks associated with doing business globally. PAGE 53 KEY RISK FACTORS

• We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy. • Breeze’s ability to successfully effect the Business Combination, and Holdco’s ability to successfully operate the business thereafter, will be largely dependent upon the efforts of certain key personnel of D - Orbit. • Our results of operations may fluctuate significantly, which makes our future results of operations difficult to predict and could cause our results of operations to fall below expectations or any guidance we may provide. • As part of growing our business, we may make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, then our business, results of operations and financial condition could be materially adversely affected, and the stock price of Holdco could decline. • As D - Orbit expands into new territories, many of which will be other foreign territories, it may encounter stronger market resistance than it currently expects, including from incumbent competitors in those territories. • The historical financial results of D - Orbit and the unaudited pro forma combined financial information of D - Orbit and Breeze included elsewhere in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been. • We may become involved in litigation that may materially adversely affect us. • Holdco’s management has limited experience in operating a public company. • Holdco will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives. • There can be no assurance that the Holdco Warrants and the Holdco Shares that will be issued in connection with the Business Combination (including Holdco Shares underlying the Holdco Warrants) will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that Holdco will be able to comply with the continued listing standards of Nasdaq. • A market for Holdco’s securities may not continue, which would adversely affect the liquidity and price of its securities. • If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Holdco, its business, or its market, or if they change their recommendations regarding Holdco Shares adversely, then the price and trading volume of Holdco Shares could decline. • The JOBS Act permits “emerging growth companies” like Holdco to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. • D - Orbit will be subject to business uncertainties and contractual restrictions while the Business Combination is pending. • Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business and vehicle launch schedules. REGU L ATO R Y RIS K S • We are exposed to risks related to our international operations and failure to manage these risks may adversely affect our results of operations and financial condition. • We could be negatively impacted by violations of global anti - bribery laws, including the FCPA. • Import and Export Control Laws and Regulations • Our business may be subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations, if required to do so, could have a material adverse effect on our business. RISKS RELATED TO INVESTMENT IN LUXEMBOURG COMPANY AND HOLDCO’S STATUS AS A FOREIGN PRIVATE ISSUER • As a foreign private issuer, Holdco will be exempt from a number of U.S. securities laws and rules promulgated thereunder and will be permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holders of the Holdco Shares. • Holdco may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject Holdco to U.S. GAAP reporting requirements which may be difficult for it to comply with. • Holdco is organized under the laws of Luxembourg and a substantial amount of its assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring original actions against Holdco or the members of its board of directors in the United States. • Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer Holdco’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws. • The rights of Holdco shareholders and responsibilities of our directors and officers are governed by Luxembourg law and differ in some respects from the rights and responsibilities of shareholders under other jurisdictions, including jurisdictions in the United States. PAGE 54 KEY RISK FACTORS (CONT.)

U . S . TAX RIS K F AC TORS • There may be tax consequences of the Business Combination that may adversely affect holders of Breeze Common Stock or Breeze Warrants. • The IRS may not agree that Holdco should be treated as a non - U.S. corporation for U.S. federal income tax purposes. • The IRS may take the position that Section 367(a) of the Code requires a U.S. Holder to recognize gain (but not loss) with respect to the exchange of shares of Breeze Common Stock for Holdco Shares pursuant to the Merger. • If Holdco were a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. Holders of Holdco Shares could be subject to adverse United States federal income tax consequences. RISKS RELATED TO BREEZE AND THE BUSINESS COMBINATION • Breeze has no operating or financial history and its results of operations and those of Holdco may differ significantly from the unaudited pro forma financial data included in this proxy statement. • Breeze may not be able to complete its initial business combination prior to February 25, 2022, in which case Breeze would cease all operations except for the purpose of winding up and Breeze would redeem its public shares and liquidate, in which case Breeze’s public stockholders may only receive $10.25 per share, or less than such amount in certain circumstances, and its warrants and rights will expire worthless. • The ability of the Public Stockholders to exercise redemption rights with respect to a large number of shares of Breeze Common Stock could increase the probability that the Business Combination will be unsuccessful and that Breeze’s stockholders will have to wait for liquidation in order to redeem their Breeze Common Stock. • If a stockholder fails to receive notice of Breeze’s offer to redeem its Breeze Common Stock in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. • The Sponsor and Breeze’s directors, officers, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of Breeze Common Stock. • If a stockholder or a “group” of stockholders are deemed to hold in excess of 15 % of Breeze Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15 % of Breeze Common Stock . • If, before distributing the proceeds in the Trust Account to the Public Stockholders, Breeze files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against Breeze that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Breeze’s stockholders and the per - share amount that would otherwise be received by Breeze’s stockholders in connection with Breeze’s liquidation may be reduced . • Breeze’s stockholders may be held liable for claims by third parties against Breeze to the extent of distributions received by them upon redemption of their shares . • Breeze’s stockholders cannot be sure of the market value of the Holdco Shares to be issued upon completion of the Business Combination . • The Holdco Shares to be received by Breeze’s stockholders as a result of the Business Combination will have different rights from shares of Breeze Common Stock . • Breeze’s Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote . • The exercise of discretion by Breeze’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Breeze securityholders. • Breeze’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders. • The Sponsor and Breeze’s executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part. • Subsequent to the completion of the Business Combination, Holdco may be required to take write - downs or write - offs, restructuring and impairment or other charges that could have a significant negative effect on Holdco’s financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. • Public stockholders at the time of the Business Combination who purchased their Breeze Units in Breeze’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims. • Breeze’s stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise little influence over management. • Breeze’s and D - Orbit’s ability to consummate the Business Combination, and the operations of Holdco following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID - 19) pandemic. • We may face litigation and other risks as a result of the material weakness in our recent restatement. • As part of the restatement, we identified a material weakness in our internal controls over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. PAGE 55 KEY RISK FACTORS (CONT.)

PHOTOGRAPH OF PROPULSION SYSTEM ION – MK02 SCV 2 (MAY - 21) PAGE 56

PAGE 57

EX-99.3

Exhibit 99.3

Filed by Breeze Holdings Acquisition Corp.

pursuant to Rule 425 under the Securities Act of 1933,

as amended and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange Act of

1934, as amended

Subject Company: Breeze Holdings Acquisition Corp.

(Commission File No. 001- 39718)

Date: January 27, 2022

Patrizia Tammaro Silva – Investor Relations Officer, D-Orbit

Hello everyone and thank you for taking the time to join us this morning. On the call with me today are Luca Rossettini, Ph.D., Founder and CEO of D-Orbit, Alessandro Giudice, D-Orbit’s CFO, and Doug Ramsey, Ph.D., Chairman and CEO of Breeze Holdings Acquisition Corp.

Before we begin, I’d like to remind everyone on the call that the information discussed today is qualified in its entirety by the current Report on Form 8-K that has been filed today by Breeze Holdings Acquisition Corp., and may be accessed on the SEC's website, including the exhibits thereto. In conjunction with today's discussion, please see the investor presentation furnished as Exhibit 99.2 in Breeze Holdings Acquisition Corp. Form 8-K, follow along, and carefully review the disclaimers included therein.

Please note that a Q&A session will not be conducted as part of today's presentation. Also, statements made during this call that are not statements of historical facts constitute forward-looking statements that are subject to risks, uncertainties, and other factors that could cause our actual results to differ from historical results and/or from our forecast including those set forth in Breeze Holdings Acquisition Corp. Form 8-K filed today and the exhibits thereto.

For more information, please refer to the risks, uncertainties, and other factors discussed in Breeze Holdings Acquisition Corp.'s SEC filings. All cautionary statements that we make during this call are applicable to any forward-looking statements we make whenever they appear; you should carefully consider the risks, uncertainties, and other factors discussed in Breeze Holdings Acquisition Corp.'s SEC filings; you should not place undue reliance on forward-looking statements which we assume no responsibility for updating.

And with that, I'll now turn the call over to Doug. Doug?

Doug Ramsey, Chairman and CEO of Breeze Holdings Acquisition Corp

Thank you, Patrizia.

I'm Doug Ramsey, CEO of Breeze Holdings Acquisition Corp.

We are excited to introduce you to D-Orbit, a first mover in the space transportation and logistics industry that is providing the infrastructure for the new space economy. We evaluated several potential companies to merge with and determined that D-Orbit checked all our boxes. They have unrivaled satellite deployment technology and are positioned at the forefront of a new category in space infrastructure. They are poised to serve the industries we know well, including oil and gas, and will enable products and services for the future. D-Orbit has strong growth potential in a compelling market, and we are excited to partner with Luca and the D-Orbit team.

The transaction is expected to deliver up to $185 million in cash at closing.

Of course, we are investing financial resources into the business, but what we were also looking to do was bring real expertise, insight, and value to the table as well. That’s why we are thrilled to also be partnering with The Charles F. Bolden Group, a consortium of leaders with extensive space and aerospace experience. Together we will help drive D-Orbit’s next phase of growth and support the execution of the Company’s strategic priorities to deliver shareholder value.

The founder of The Charles F. Bolden Group General Charles Bolden is a retired astronaut, Marine Corps Major General and the 12^th Administrator of NASA under President Obama from 2009 to 2017. He has been on four missions to space as an astronaut himself, among a long list of impressive accomplishments. Ché Bolden is the President and CEO of The Bolden Group and brings a wealth of experience in the public and private sectors. The Bolden Group assembled a team of dedicated experts in the new space industry with valuable insights and resources, and with a vast network and expertise to back this opportunity.

D-Orbit is a visionary company, with proven technology and a unique business model. Before us lies an incredible opportunity to scale its business as the space economy continues to evolve. We believe that D-Orbit will be a pivotal player in the development of the new space economy. Many people use that term, but when we say new space economy, we mean growing to the point where being in low Earth orbit becomes financially sustainable and beneficial to all of humanity. We believe D-Orbit, with its already proven technologies, is going to open opportunities for new entrants into the space industry that previously weren’t accessible either due to cost or size. We're excited to be partnering with D-Orbit on this journey.

With that, let me turn it over to Luca to discuss more about D-Orbit.

Luca Rossettini, Ph.D., Founder and CEO, D-Orbit

Thank you, Doug. Good morning everyone.

To echo Doug’s sentiments, we’re very excited about this partnership to bring D-Orbit to the public markets. This is a transformative transaction, which will enable the new space economy.

2

Let’s jump ahead to slide 10.

In 2011, I started D-Orbit along with my Co-Founder Renato Panesi to fulfill our vision of creating the first space logistics infrastructure and transportation company. Today, D-Orbit is a leader in providing in-space satellite transportation for paying customers and has demonstrated satellite-as-a-service capabilities in space. D-Orbit is incorporated as a Benefit Corporation and is also the first space company worldwide to be certified as a B Corporation (“B-Corp”), reinforcing that its purpose-driven mission benefits all stakeholders. And we are well positioned to benefit from the rapidly growing space economy.

Today, we are focused on last-mile delivery solutions for satellites and advanced space infrastructure services. We have completed six space missions to date, including four leveraging our ION Satellite Carrier that were launched over the last 15 months. In total, we’ve deployed more than 70 payloads, which is an incredible achievement and a testament to the capabilities of our technology. We have more than 40 paying customers that have entered commercial contracts for our services to date and our technology is compatible with a number of key launch partners. With the space economy continuing to evolve and grow and on the heels of our recently launched fourth mission leveraging ION, D-Orbit is now on the cusp of its next phase of growth. Furthermore, we are already generating revenues and our revenue backlog and pipeline are continuing to grow. We’ll get into all of this shortly.

Looking ahead, our mid-term focus is providing next generation in-orbit services across the entire satellite lifecycle. And longer-term, we are poised to support the new space economy through in-orbit manufacturing, recycling, and interplanetary logistics infrastructure.

D-Orbit’s success is a testament to the commitment of our team. We have a multi-disciplinary team of more than 160 people, including engineers and PhD experts in fields such as propulsion, flight software, electronics, telecommunications, mechanics and more. Most importantly, all of them have a strong space heritage with several of our key executives having worked at multinational space, satellite and launch integrator companies. I’m honored to be a part of this truly world class team.

Together, our vision is to create the first space logistics infrastructure to enable the trillion-dollar space economy and human expansion in sustainable space. Partnering with Breeze and The Bolden Group to take D-Orbit public is the next step in achieving this goal.

So why are space logistics so important? We tend to take logistics here on Earth for granted, however, logistics are the backbone that connects the world’s economy. Even if you produce something as small as pens, you need someone to pick them up from your factory, deliver them to the distributor who then takes them to your local shop where you can buy a pen for a reasonable price. Before D-Orbit, such services were not available in space.

3

The need for these types of logistics in space is enormous. And the market opportunity is enormous. We expect the space economy to grow to $1.4 trillion by 2030. A key aspect of what’s supporting this massive growth is the number of satellites that are expected to be launched into space. Today, there are approximately 3,300 satellites in space, but that number is expected to grow by more than 65,000 satellites over the next ten years. That’s exponential growth.

The satellites we are discussing are smaller and much less expensive than the traditional space satellites, which was primarily a government-driven market. The new satellites are launched in clusters, called constellations, by established space companies, as well as satellite operators, startups, and many other new industry participants. These new satellites are being used to enable multiple growing sectors on Earth, including telecommunications expansion; climate change observation; agricultural enhancement; autonomous oil and gas exploration and monitoring; forest management; and autonomous driving.

The process for getting these satellites to space today is lengthy, inefficient, and expensive. D-Orbit is poised to solve this key bottleneck.

Today, many companies are largely still using 60-year-old systems and processes. Imagine you want to sell satellite data to the oil and gas industry, and you have eight satellites to place in orbit. First, you need to find the rocket going into the right orbit in space, which currently takes approximately one to two years. Once you have found one, and the rocket reaches space, the rocket then delivers all the satellites in a cluster, so they are all near each other.

But what you really want is to have the satellites dispersed equally around the planet to start delivering services and generating revenue. This phase takes another six to ten months. That six to ten months is approximately one third of the life of the satellites. So not only are you delaying revenues until the satellites are properly deployed, you are sacrificing almost one third of the revenues right from the start. It is also very likely that you need to put your satellites in multiple positions in multiple orbits in space. So, every time you need to go into a different orbit, then you need to find another rocket and start the process again.

In short, this isn’t going to work and it’s not sustainable. That is why D-Orbit has introduced the concept of space logistics.

That brings us to our ION Satellite Carrier, a flexible, cost-effective in-orbit satellite delivery solution. ION is very similar to a delivery service vehicle on Earth: you fill the vehicle with all the packages and then the vehicle travels around a region to deliver packages exactly where they need to be. With ION, we put all the satellites in our cargo carrier, and we pick the next available rocket. Once in orbit, ION can maneuver in space to deliver the satellites to their desired position.

4

We are able to accomplish this in just a few weeks, substantially reducing the time from launch to revenue generation for customers. We also deploy satellite constellations in multiple orbits with a single mission, which can significantly reduce the cost of overall constellation deployment. This also reduces the need for spare satellites through faster constellation replenishment and lowers manufacturing costs as it aggregates multiple payloads. This enables fewer launches, reducing overall propulsion costs, and allows satellites to be positioned in orbits that were previously unreachable. Helping our customers get to revenue faster and cheaper by having their satellites in position when they need them also frees up our customers to think about new use cases and new services. In doing so, they help to accelerate the new space economy.

Let’s look closer at what the ION carrier can do both now and in the future.

As you’ll see on slide 21, once an ION completes its primary mission of delivering our customers’ satellites into their desired positions in orbit, it joins a growing fleet of multi-purpose ION spacecraft. This fleet is able to undertake a variety of additional high-margin secondary missions.

This is why we believe ION is the building block for space infrastructure to deliver services to customers today and to enable future products and services tomorrow. For example, something that we are already doing today is in-orbit validation and demonstration of technology for companies to enable experiments and the testing of equipment in space. Today, the process to test their technology would take between two to five years and cost between $2 to $6 million. With D-Orbit, this process takes only a few months at a fraction of the cost. We can also rent ION to customers’ if they need to add a satellite to their constellations.

Another example is our ability to provide cloud-based data center services directly in orbit with our space cloud infrastructure designed to provide distributed high-performance data analytics computing and storage capabilities. In June, we launched a mission to test a data center in space and the technology proved successful. We are now going to embed edge computing functionalities in all future carriers. This will allow us to deliver cloud-based artificial intelligence computing capabilities in orbit. Building on what we learned from that mission, in October, we successfully completed the orbital testing of the platform. Development of multiple iterations of the system will allow future ION Satellite Carriers to deliver in-orbit cloud-based artificial intelligence computing services.

We develop all these additional services step by step following an incremental strategy to increase the number and the quality of our revenue streams and defend our competitive position. We have a unique value proposition because the primary mission covers most of the costs, including launch of the cargo vehicle and operations. The advanced services we deliver create additional revenue and profits to each mission.

This leads to D-Orbit’s next market for expansion – in-orbit servicing.

This means providing satellites with life extension, repositioning from one orbit to another, and safe disposal at the end of life. It also means debris removal. There is an incredible amount of debris already in orbit. That debris can endanger satellites and even the International Space Station. Further, as the space economy continues to expand, it will also create debris.

Fortunately, with our technology, we have a solution to capture and safely remove the debris from orbit.

5

Overall, when you look at it through the lens of the expected exponential growth in satellites that will need to be serviced over the next 10 years, this is a market with enormous potential. Our plan is to offer customers subscriptions to our in-orbit servicing program, like roadside assistance programs for cars. For cars, you pay an annual fee to have access to the service, and if you have a flat tire, you just pick up the phone, call the service and in no time a tow truck arrives. This is what we are envisioning. One of the early proof points is a contract we have signed with a major satellite operator focusing on disposal services for their satellites at the end of life.

Beyond in-orbit servicing, we believe there is potential for broad applications in the space economy. D-Orbit’s unique ION technology and satellite platform provides a first-mover advantage for potential new markets and applications in space. Leveraging D-Orbit’s orbital recycling technology can create savings by recycling material already launched into orbit. In addition, microgravity-enabled manufacturing processes may enable the production of lighter, bigger and more effective structures that could not be built on Earth. The extended capabilities of D-Orbit’s fleet of cargo and servicing spacecrafts have the potential to enable new transportation and logistics infrastructure, which will be essential for long-term sustainable space business practices and human expansion in space.

As I mentioned, to date we have launched six missions total, four leveraging ION. We have many more on the way in 2022. In every mission, we are paid for delivering already proven services and at the same time we are testing new capabilities. This is a fundamental aspect of our approach and how we can leverage our paid customers’ missions to test in space potential services and future revenue streams. Today, we are the only space logistics provider in the market that can deliver complete end-to-end services, guarantee satellite deployment in requested orbits and reduce our customers time from launch to revenue generation.

Our approach, the quality of our technology and the high level of our customer service enable us to work with Tier 1 customers in the space industry. We serve new space companies like Planet Labs and Astrocast. We also work with companies in the traditional space sector, like Eutelsat. These satellite operators understand that the market is changing, and they are working to position their smaller satellites in space in the right location as quickly as currently possible.

In terms of commercialization and how these customers support our forecast today, we have a backlog of approximately €19 million, or approximately $21.5 million. This represents binding and signed contracts that we are executing but have not been invoiced yet, which are primarily for services in 2022 and 2023.

Next, we have approximately €147 million, or approximately $167 million, of contracts under negotiation. These are official proposals that have been exchanged with customers and are at various stages of negotiation and finalization, with visibility into 2024.

6

Lastly, we have a broader sales pipeline of over €1.1 billion, or $1.2 billion, based on new bids and future contracts with existing and new customers. So overall we feel good about our customer traction and expect our pipeline to continue to grow over time.

An important part of our success is our ecosystem of suppliers and other partners. We are compatible with virtually all launchers existing in the market today. For example, we flew with Vega European launchers in 2020 and Falcon 9 from SpaceX in 2021.

Furthermore, we have agreements with several new very promising launcher companies not yet on the market. This will ensure mutual compatibility and secure favorable terms for when they will be ready to launch in the coming months or years.

We believe this approach will enable us to provide maximum flexibility for our customers. We can select the best launch to achieve our customers’ specific orbital and scheduled needs and the most favorable options to optimize operating costs and therefore price competitiveness.

With that, I will pass it to Alessandro Giudice, our CFO to go into more detail on the financials.

Alessandro Giudice, CFO, D-Orbit

Thank you, Luca.

Jumping ahead to slide 36, I’ll start by describing our business model and how we make money. D-Orbit is a multi-revenue platform with each of our revenue streams leveraging one another. First is our ION Satellite Transportation Service, which is our core focus today. The business is driven by the number of missions we can launch and the number of payloads we carry. Customers typically pay based on size, weight, destination and time to deliver to target location. Costs are primarily launch-related as well as bill of materials and operational costs. This business has strong unit economics. We expect to achieve over 50% gross margins from a single launch over the next few years.

Second is the second life ION, the Advanced Services. As Luca described, we expect to provide services to many of the satellites we launch as well as to third parties. Each service has a bit of a different revenue model, from monthly fees to usage based for computing or communications. We leverage ION and launch cost so the incremental margin from these advanced services is an area of upside as we optimize and scale the business. It’s crucial to highlight how from the first to second layer of business, we move from a linear revenue generating model to a subscription-based revenue generation model. This will allow D-Orbit to build up a stream of recurrent and predictable revenues. In fact, we have already started to apply this model in ION to the second ION mission launched in January 2021.

7

Finally, the third major revenue stream for us is in-orbit services. This is a new market but also a large one that we believe we are well positioned to take significant market share. As tens of thousands of satellites are launched into space over the next few years, our service centers around the subscription offering with specific great services on top of that. On each mission we can carry multiple service modules and perform multiple services and maneuvers, so overall unit economics are also attractive.

Our revenue forecast reflects the different logic of each of the three main layers in our business plan. As Luca explained, D-Orbit has an incremental path of growth. Every mission is different from the previous, embedding more sophisticated and higher value services. Over the next year or two, we expect to drive most of our revenue from ION missions. Over time, we plan to increase our pricing as we lower discounts and increase the services and the frequency of our missions. This business follows a roughly linear pace of growth depending on the number of missions.

For the Advanced Service, we are projecting the business to begin to scale by 2023 as some of the services we offer become proven, our monetizing strategy becomes firm, and we have a larger expected base of satellite in orbit.

Lastly, our third and major leg of revenue is in-orbit services, which will become our primary revenue generating segment starting in 2024 or 2025. While the numbers may seem large, they are based on serving only a small fraction, less than 4%, of the 65,000 satellites expected to be launched in the next decade, so the potential is enormous. In fact, we move from a linear to an exponential pace of growth as this layer of the business is more highly scalable and the reference market will also grow exponentially.

Now we’ll cover a few key highlights of our P&L. We believe we can achieve significant revenue scale by 2023. We would then rapidly scale in 2024, as we ramp up our in-orbit servicing business. From a gross margin perspective, we run a structurally profitable business where we estimate approximately 50% or higher target gross margins from our three main businesses by 2024.

We also expect strong free cash flow conversion with relatively small amounts of capital expenditures and capitalized R&D, while seeing some impact from working capital as related to timing of our bookings. Overall, we expect to spend approximately €140 million in 2022 and 2023, or approximately $159 million, of cash before turning cash flow positive by 2024, so we believe we will be fully funded with the current proposed transaction.

I’ll turn it back over to Luca to explain how we’re going to invest the proceeds from this transaction as we ramp up our operations to meet our financial plans. Luca?

Luca Rossettini, Ph.D., Founder and CEO, D-Orbit

Thanks, Alessandro.

The D-Orbit of today is focused on three main areas: developing our technology, products, and services; growing and scaling our capabilities; and expanding and winning our markets. We believe that proceeds we expect to receive from this transaction will enable us to accelerate these activities and drive increased growth and value creation.

8

First, in terms of developing our technology, products, and services, we will be investing in improving our cargo vehicles and evolving our propulsion technology, leveraging what we’ve learned from our successful missions to date. At the same time, we'll invest in processes and facilities to industrialize all aspects of our business for the higher cadence of activity that is coming soon.

For in-orbit servicing, our priority is to add robotics to our core capabilities, which will enable services such as satellite life extension repositioning and end of life disposal. We're also investing in growing our advanced services to increase the range of offerings and market them more aggressively.

Second is building out our team. To this point, we've been very lean, so investing in talent acquisition and retention is top of mind, particularly as we build our pipeline of launches.

Finally, we are focused on expanding into new markets. We increased our team size significantly in the UK over the last 18 months because we saw an opportunity in that market and now we plan to go through a similar journey in North America. This is something where we expect to benefit from the experience and expertise of The Bolden Group. We already have commercial customers and we're well-positioned to win institutional customers as we move forward. Additionally, we also see strong growth opportunities in Asia, where we have already started to gain traction with our Marubeni partnership, and the Middle East.

In closing, D-Orbit is a space infrastructure pioneer poised to capture significant growth opportunities as the space economy evolves. First, we have a great market opportunity ahead of us. We believe the new space economy will only become more and more relevant over time. Second, we believe we have the technology and products that will enable us to lead this industry today and in the future. And we have proven that our technology works, having completed several missions. We have a strong pipeline of opportunities, real backlogs of contracts supporting our financial plan and a fantastic team of innovators and leaders with strong space heritage. And now, with this transaction, we have great partners in Breeze and The Bolden Group to support us as we enable the incoming trillion-dollar space economy.

We’re ready to reach the stars and it is time to push on the accelerator.

Thank you for joining us today.

With that, thank you for your interest in D-Orbit.

9

EX-99.4

Exhibit 99.4

Filed by Breeze Holdings Acquisition Corp.

pursuant to Rule 425 under the Securities Act of 1933,

as amended and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange Act of

1934, as amended

Subject Company: Breeze Holdings Acquisition Corp.

(Commission File No. 001- 39718)

Date: January 27, 2022