425

Filed by G Squared Ascend I Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: G Squared Ascend I Inc.

Commission File No.: 001-39981

Date: September 21, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 20, 2021

G Squared Ascend I Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39981	98-1578016
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

205 N. Michigan Ave., Suite 2770 Chicago, IL	60601
(Address of principal executive offices)	(Zip Code)

(312) 552-7160

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x 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
Units, each consisting of one Class A ordinary share and one-fifth of a Warrant to acquire one Class A ordinary share	GSQD.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	GSQD	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	GSQD.W	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share, issuable upon exercise of Redeemable Warrants	GSQD	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

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 September 20, 2021, G Squared Ascend I Inc., a Cayman Islands exempted company (“SPAC”), Horizon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Holdings”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, among other things, (a) on the Closing Date (as defined below) but prior to the Initial Merger (as defined below), SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”), (B) on the Closing Date immediately following the Domestication, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”) and (c) on the Closing Date, following the Initial Merger, Merger Sub will merge with and into the Company (the “Acquisition Merger”, and together with the Initial Merger, the “Mergers”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation (the Company, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes referred to herein as the “Surviving Subsidiary Corporation”). The Mergers, together with the other transactions related thereto, are referred to herein as the “Proposed Transactions.” References herein to “SPAC” shall refer to G Squared Ascend I Inc. for all periods prior to completion of the Initial Merger and to the Surviving Corporation for all periods after completion of the Initial Merger.

Conversion of Securities

At the effective time of the Domestication (the “Domestication Effective Time”), by virtue of the Domestication and without any action on the part of SPAC, Merger Sub, the Company, Holdings or the holders of any of the following securities:

(i) each then issued and outstanding SPAC Class A ordinary share, par value $0.0001 per share (“SPAC Class A Ordinary Share”), will convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the SPAC (“SPAC Class A Common Stock”);

(ii) each then issued and outstanding SPAC Class B ordinary share, par value $0.0001 per share, will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; and

(iii) each then issued and outstanding whole warrant exercisable for one SPAC Class A Ordinary Share (each, a “SPAC Warrant”) will convert automatically, on a one-for-one basis, into one whole warrant exercisable for one share of SPAC Class A Common Stock (each resulting warrant, a “SPAC Delaware Warrant”).

At the effective time of the Initial Merger (the “Initial Merger Effective Time”), by virtue of the Initial Merger and without any action on the part of SPAC, Merger Sub, the Company, Holdings or the holders of any of the following securities:

(i) each share of common stock of Holdings, par value $0.000001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value;

(ii) each then issued and outstanding share of SPAC Class A Common Stock, will be canceled and convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the Surviving Corporation (“Surviving Corporation Class A Common Stock”); and

(iii) each then issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and convert automatically into one whole warrant exercisable for one share of Surviving Corporation Class A Common Stock (each resulting warrant, an “Assumed SPAC Warrant”).

On the Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), subject to, among other things, receipt of the requisite approval of the stockholders of the Company, each share of preferred stock of the Company (each series of the Company’s outstanding preferred stock, collectively, the “Company Preferred Stock”) that is issued and outstanding immediately prior to the Acquisition Merger Effective Time will convert automatically into a number of shares of common stock, par value $0.001 per share, of the Company at the then-effective conversion rate in accordance with the Company’s certificate of incorporation (the “Conversion”).

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the Surviving Corporation, Merger Sub, the Company or the holders of any of the following securities:

(i) each then issued and outstanding share of common stock of the Company, par value $0.001 per share (“Company Common Stock”) (including shares of Company Common Stock resulting from the Conversion), will be canceled and converted into the right to receive:

a. a number of shares of Surviving Corporation Class A Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement) (collectively, the “Per Share Merger Consideration”); and

b. a portion of the Earnout Shares (as defined below), subject to and in accordance with the Business Combination Agreement;

(ii) all shares of Company Common Stock and Company Preferred Stock held in the treasury of the Company will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

(iii) each then issued and outstanding share of common stock of Merger Sub, par value $0.0001 per share, will be converted into and exchanged for one share of common stock, par value $0.001 per share, of the Surviving Subsidiary Corporation;

(iv) each then outstanding and unexercised Series D Warrant of the Company (each, a “Company Warrant”) will be automatically assumed and converted into a warrant to purchase a number of shares of Surviving Corporation Class A Common Stock (each, an “Assumed Warrant”) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Warrant (assuming the shares of Company Preferred Stock subject to such Company Warrant convert into shares of Company Common Stock pursuant to the Conversion) and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share for the shares of Company Common Stock subject to such Company Warrant (assuming the shares of Company Preferred Stock subject to such Company Warrant convert into shares of Company Common Stock pursuant to the Conversion) divided by (ii) the Exchange Ratio;

(v) each then outstanding and unexercised option to purchase shares of Company Common Stock (each, a “Company Option”), whether or not vested, will be assumed and converted into an option to purchase a number of shares of Surviving Corporation Class A Common Stock (each, an “Exchanged Option”) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Option and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such Company Option divided by (ii) the Exchange Ratio (which option will remain subject to the same vesting terms as such Company Option); and

(vi) each then outstanding restricted stock unit award covering shares of Company Common Stock (“Company RSU Award”) will be assumed and converted into an award covering a number of shares of Surviving Corporation Class A Common Stock (“Exchanged RSU Award”) equal to the product of (x) the number of shares of Company Common Stock subject to such award and (y) the Exchange Ratio (which award will remain subject to the same vesting and repurchase terms as such Company RSU Award).

Earnout

During the six-year period following the Closing Date (the “Earnout Period”), the Surviving Corporation may issue, as additional consideration, to specified eligible holders of securities of the Company, as of immediately prior to the Acquisition Merger Effective Time, up to an aggregate of 7,500,000 additional shares of Surviving Corporation Common Stock in the aggregate (the “Earnout Shares”). Such Earnout Shares will be issued in three equal tranches, upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the daily volume-weighted average sale price of one share of Surviving Corporation Common Stock quoted on the New York Stock Exchange (the “NYSE”), or the exchange on which the shares of Surviving Corporation Common Stock are then traded, for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period. All Earnout Shares not yet issued will be issued upon the occurrence of a “change of control” (as defined in the Business Combination Agreement). Earnout Shares issuable with respect to Company Options and Company RSU Awards will be issued at or as soon as practicable following the Acquisition Closing in the form of restricted Surviving Corporation Class A Common Stock, which will vest and the restrictions thereon will lapse (i) based on the achievement of the same price targets. In no event shall the specified eligible holders of securities of the Company, as of immediately prior to the Acquisition Merger Effective Time, be entitled to receive more than an aggregate of 7,500,000 Earnout Shares.

Representations, Warranties and Covenants

The Business Combination Agreement contains representations and warranties of (i) the Company and Holdings and (ii) SPAC and Merger Sub that are customary for transactions of this nature. The representations and warranties of the Company, Holdings, SPAC and Merger Sub will not survive the closing of the Acquisition Merger.

The Business Combination Agreement contains certain covenants of the parties, including, among others, covenants requiring that (a) the parties will conduct their respective businesses in the ordinary course through the consummation of the Acquisition Merger, (b)  each of SPAC, the Company and Holdings will use their respective reasonable best efforts to cause the shares of Surviving Corporation Common Stock (including Surviving Corporation Common Stock issued pursuant to the Forward Purchase Agreements and the Earnout Shares) issued in connection with the Proposed Transactions to be approved for listing on the NYSE at the closing of the Acquisition Merger, (c) SPAC and the Company will (x) not solicit or negotiate with third parties regarding alternative transactions and will comply with certain related restrictions and (y) cease discussions regarding alternative transactions, (d) SPAC, Holdings and the Company will jointly prepare (and Holdings will file with the Securities and Exchange Commission (the “SEC”)) a registration statement on Form S-4 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Surviving Corporation Common Stock and Assumed SPAC Warrants to be issued in connection with the Initial Merger and the Acquisition Merger (which Registration Statement will contain a joint proxy statement / prospectus for the purpose of soliciting proxies from SPAC’s shareholders to vote in favor of adoption and approval of the Business Combination Agreement and the Proposed Transactions, the Required SPAC Proposals (as defined in the Business Combination Agreement) and certain other matters at the SPAC Shareholders’ Meeting (as defined below)) and (e) the parties will cooperate in obtaining necessary approvals from governmental agencies.

Closing

Subject to, among other things, the receipt by SPAC from the Company of an officer’s certificate certifying to (a) the truth and correctness of certain representations and warranties of the Company and Holdings and (b) the compliance by the Company and Holdings with certain covenants and agreements set forth in the Business Combination Agreement (such date, the “Closing Date”), (i) immediately prior to filing of a certificate of merger with respect to the Initial Merger, a first closing (the “Initial Closing”) will occur and (ii) on the Closing Date immediately following the Initial Closing and immediately prior to filing a certificate of merger with respect to the Acquisition Merger, a second closing (the “Acquisition Closing”) will occur.

Conditions to Closing

Mutual

The obligations of the Company, Holdings, SPAC and Merger Sub to consummate the Proposed Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:

(ii) the written consent of the requisite stockholders of the Company in favor of the approval and adoption of the Business Combination Agreement and the Mergers and all other transactions contemplated by the Business Combination Agreement (the “Written Consent”) having been delivered to SPAC;

(iii) the Required SPAC Proposals having each been approved and adopted by the requisite affirmative vote of the SPAC shareholders at a meeting of SPAC’s shareholders (the “SPAC Shareholders’ Meeting”) in accordance with the Registration Statement and Proxy Statement, the Delaware General Corporation Law, the Cayman Islands Companies Act (As Revised), SPAC’s organizational documents and the rules and regulations of the NYSE;

(iv) no governmental authority having enacted, issued, 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 Proposed Transactions illegal or otherwise prohibiting the consummation of the Proposed Transactions;

(v) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), having been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Proposed Transactions under the HSR Act having expired or been terminated;

(vi) the Registration Statement and Proxy Statement having been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement and Proxy Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement and Proxy Statement having been initiated or threatened by the SEC;

(vii) the shares of Surviving Corporation Common Stock to be issued pursuant to the Business Combination Agreement (including the Earnout Shares), the Forward Purchase Agreements and the Assumed SPAC Warrants (and the Surviving Corporation Class A Common Stock issuable upon exercise thereof) having been approved for listing on the NYSE, or another national securities exchange mutually agreed to by the parties to the Business Combination Agreement, as of the Closing Date, subject only to official notice of listing thereof;

(viii) either (x) SPAC having at least $5,000,001 of net tangible assets after giving effect to the redemption of public shares by SPAC’s public shareholders, in accordance with SPAC’s organizational documents and after giving effect to the private placements pursuant to the Forward Purchase Agreements, or (y) the SPAC Class A Ordinary Shares shall not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(ix) the Domestication and the Initial Closing having been completed.

SPAC and Merger Sub

The obligations of SPAC and Merger Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

(i) the accuracy of the representations and warranties of the Company and Holdings as determined in accordance with the Business Combination Agreement;

(ii) the Company and Holdings having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Acquisition Merger Effective Time;

(iii) Holdings shall have delivered to SPAC its duly executed counterpart signature page to the Registration Rights Agreement;

(iii) Since the date of the Business Combination Agreement, no Company material adverse effect, as determined in accordance with the Business Combination Agreement, has occurred;

(iv) the Company having delivered to SPAC a customary officer’s certificate, dated as of the Closing Date, signed by an officer of the Company, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; and

(v) as of the Acquisition Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders and after giving effect to the sale of SPAC units pursuant to the Forward Purchase Agreements (as defined below), SPAC having cash on hand equal to or in excess of $150,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Proposed Transactions or the Forward Purchase Agreements).

The Company and Holdings

The obligations of the Company and Holdings to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) at or prior to Acquisition Merger Effective Time of the following additional conditions:

(i) the accuracy of the representations and warranties of SPAC and Merger Sub as determined in accordance with the Business Combination Agreement;

(ii) each of SPAC and Merger Sub having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Acquisition Merger Effective Time;

(iii) SPAC having delivered to the Company a certificate, dated the date of the Closing Date, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; and

(iv) as of the Acquisition Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders and after giving effect to the sale of SPAC units pursuant to the Forward Purchase Agreements (as defined below), SPAC having cash on hand equal to or in excess of $200,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Proposed Transactions or the Forward Purchase Agreements).

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Merger, including:

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

(ii) by either party if the Acquisition Merger Effective Time has not occurred prior to May 3, 2022 (the “Outside Date”);

(iii) by either party if there is a final non-appealable governmental order preventing the consummation of the transactions contemplated by the Merger Agreement;

(iv) by the Company if any of the Required SPAC Proposals shall fail to receive the requisite vote for approval at the SPAC Shareholders’ Meeting (subject to any adjournment, postponement or recess of such meeting);

(v) by the Company as a result of breach by SPAC that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Outside Date or 30 days after receipt of notice from the SPAC;

(vi) by the SPAC as a result of breach by the Company or Holdings that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Outside Date or 30 days after receipt of notice from the Company;

(vii) by SPAC at any time before the Company delivers to SPAC the requisite approval of the stockholders of the Company, in the event that the Company fails to deliver Written Consent constituting the requisite approval of the stockholders of the Company to SPAC within five (5) business days of the Registration Statement becoming effective; and

(viii) by SPAC at any time before the Company delivers to SPAC the PCAOB financial statements that are required to be included in the initial Proxy Statement and initial Registration Statement, in the event the Company fails to deliver such financial statements within 75 days of the date of the Business Combination Agreement.

If the Business Combination Agreement is validly terminated in accordance with its terms, none of the parties will have any liability or any further obligation under the Business Combination Agreement with certain limited exceptions, including liability arising out of any fraud or willful and material breach.

A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the Proposed Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Holdings, SPAC or Merger Sub. In particular, the assertions embodied in representations and warranties by the Company, Holdings, SPAC and Merger Sub contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject to standards of materiality applicable to the contractive parties that may differ from those applicable to security holders. The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about the Company, Holdings, SPAC or Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in SPAC’s public disclosures.

Stockholder Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Company delivered to SPAC a stockholder support agreement (the “Support Agreement”), pursuant to which certain stockholders of the Company with ownership interests sufficient to approve the Proposed Transactions on behalf of the Company (the “Written Consent Parties”), have agreed to support the approval and adoption of the Proposed Transactions, including agreeing to execute and deliver the Written Consent within 48 hours of the Registration Statement becoming effective. The Support Agreement will terminate upon the earlier to occur of (a) the Acquisition Merger Effective Time, (b) the date of the valid termination of the Business Combination Agreement in accordance with its terms and (c) the effective date of a written agreement of SPAC, the Company and the Written Consent Parties terminating the Support Agreement. The foregoing description of the Stockholder Support Agreement is qualified in its entirety by reference to the full text of the form of the Stockholder Support Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, G Squared Ascend Management I, LLC (“Sponsor”) and certain officers, directors and advisors of G Squared (such holders, together with Sponsor, the “Founder Shareholders”), entered into an agreement (the “Sponsor Support Agreement”) with the SPAC and Holdings pursuant to which, among other things, the Founder Shareholders agreed to (a) effective upon the Acquisition Closing, waive the anti-dilution rights set forth in SPAC’s organizational documents and (b) vote all SPAC Founder Shares held by them in favor of the adoption and approval of the Business Combination Agreement and the Proposed Transactions. In connection with the Proposed Transactions, Sponsor agrees to forfeit and surrender, for no consideration, 20% of its SPAC Founder Shares prior to the Initial Merger. The Sponsor also has agreed to certain transfer restrictions with respect to its Surviving Corporation Class A Common Stock (the “Lockup Shares”) as follows: (a) one-half of the Lockup Shares will be subject to a one year lock-up; (b) one-sixth of the of the Lockup Shares will be released from such lockup if Surviving Corporation Class A Common Stock equals or exceeds $12.50 for at least 20 trading days out of any 30 consecutive trading days commencing after Closing Date; (c) one-sixth of the Lockup Shares will be released from such lockup if Surviving Corporation Class A Common Stock equals or exceeds $15.00 for at least 20 Trading Days out of any 30 consecutive trading days commencing after Closing Date, and (d) one-sixth of the Lockup Shares will be released from such lockup if Surviving Corporation Class A Common Stock equals or exceeds $17.50 for at least 20 trading days out of any 30 consecutive trading days commencing after Closing Date. If earlier, each of the foregoing lock-up periods would terminate on the date after the Closing on which a Change of Control (as defined in the Sponsor Support Agreement) of the Surviving Corporation occurs. The Sponsor Support Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Sponsor Support Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.

Forward Purchase Agreements

Concurrent with the execution of the Merger Agreement, the SPAC amended and restated that certain Forward Purchase Agreement, dated as of February 4, 2020, by and between SPAC and the Sponsor and (the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, the Sponsor has agreed, subject to the terms and conditions set forth in the A&R Forward Purchase Agreement, to purchase immediately prior to the Initial Closing, at a per-unit price of $10.00, 5,000,000 units consisting of one Class A Ordinary Share and one-fifth of one SPAC Warrant (the “SPAC Units”), and up to an additional 5,000,000 SPAC Units equal to the number of SPAC Class A Ordinary Shares redeemed prior to the Closing pursuant the redemption rights of SPAC stockholders under the SPAC organizational documents. For the avoidance of doubt, regardless of the extent of such redemptions, the Sponsor will in no event be required to purchase more than an aggregate amount of 10,000,000 SPAC Units. The obligation of the Sponsor under the A&R Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Mergers. A copy of the A&R Forward Purchase Agreement is attached as Exhibit 10.3 hereto and is incorporated herein by reference. The foregoing description of the A&R Forward Purchase Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.

Concurrent with the execution of the Merger Agreement, the SPAC and an investor of the Company entered into a forward purchase agreement (the “Company Investor Forward Purchase Agreement”, and together with the A&R Forward Purchase Agreement, the “Forward Purchase Agreements”). Pursuant to the Company Investor Forward Purchase Agreement, such Company investor has agreed, subject to the terms and conditions set forth in the Company Investor Forward Purchase Agreement, to purchase immediately prior to the Closing, at a per-unit price of $10.00, 1,000,000 SPAC Units. The obligations of such Company investor under the Company Investor Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Mergers. A copy of the Company Investor Forward Purchase Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference. The foregoing description of the Company Investor Forward Purchase Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.

Amended and Restated Registration Rights Agreement

In connection with the Acquisition Closing, that certain Registration Rights Agreement dated February 4, 2021 will be amended and restated and the Surviving Corporation, certain shareholders of SPAC (the “SPAC Holders”) and certain stockholders of the Company (the “Company Holders” and together with the SPAC Holders, the “Reg Rights Holders”) will enter into that amended and restated Registration Rights Agreement attached as an exhibit to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the registration rights agreement, the Surviving Corporation will agree that, within 30 days after the consummation of the Proposed Transactions, the Surviving Corporation will use its commercially reasonable efforts to file with the SEC a registration statement registering the resale of certain securities (the “Resale Registration Statement”), and the Surviving Corporation will use its commercially reasonable efforts to have the Resale Registration Statement become effective after the filing thereof. In certain circumstances, the Company Holders can demand up to three underwritten offerings, the SPAC Holders can demand up to two underwritten offerings, the Reg Rights Holders can demand an unlimited number of block trades (provided, however, that the Surviving Corporation is not required to effect more than two block trades in any 12-month period) and the Reg Rights Holders will be entitled to customary piggyback registration rights.

Item 7.01. Regulation FD Disclosure.

On September 21, 2021, SPAC and the Company issued a joint press release announcing the execution of the Business Combination Agreement and announcing that SPAC and the Company will hold a conference call on September 21, 2021 at 8:00 am Eastern Time (the “Conference Call”). A copy of the press release, which includes information regarding participation in the Conference Call, is attached hereto as Exhibit 99.1 and incorporated herein by reference. The script that SPAC and the Company intend to use for the Conference Call is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the Proposed Transactions.

Attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference are audited consolidated financial statements of the Company and its subsidiaries as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020.

Such exhibits and the information set forth therein will not be deemed to be filed for purposes of Section 18 of 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.

Important Information for Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.

In connection with the Proposed Transactions, Holdings will file the Registration Statement with the SEC, which will include a proxy statement of SPAC and a prospectus of Holdings. SPAC and Holdings also plan to file other documents with the SEC regarding the Proposed Transactions. After the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of SPAC. SHAREHOLDERS OF SPAC AND THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about SPAC, the Company and Holdings once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

SPAC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of SPAC in connection with the Proposed Transactions. The Company, Holdings and their respective officers and directors may also be deemed participants in such solicitation. Information about the directors and executive officers of SPAC, as well as 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 when they become available.

Forward Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements.”. All statements other than statements of historical facts contained herein are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company and SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of, fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company and SPAC. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to the Company; the inability of the parties to successfully or timely consummate the Proposed Transactions, 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 Transactions or that the approval of the shareholders of SPAC or the stockholders Company is not obtained; the failure to realize the anticipated benefits of the Proposed Transactions; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the amount of redemption requests made by SPAC’s public shareholders; the ability of SPAC or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Transactions or in the future and those factors discussed in SPAC’s final prospectus dated February 4, 2021, and any subsequently filed periodic or current reports, in each case, under the heading “Risk Factors,” and other documents of SPAC filed, or to be filed, with the SEC or to be filed by Holdings with the SEC. If any of these risks materialize or SPAC’s or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC and the Company 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 SPAC’s and the Company’s expectations, plans or forecasts of future events and views as of the date hereof. SPAC and the Company anticipate that subsequent events and developments will cause SPAC’s and the Company’s assessments to change. However, while SPAC, the Company and Holdings may elect to update these forward-looking statements at some point in the future, SPAC, the Company and Holdings specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC’s, the Company’s and Holdings’ assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional information concerning these and other factors that may impact SPAC’s, the Company’s or Holdings’ expectations and projections can be found in SPAC’s periodic filings with the SEC, and Holdings’ filings with the SEC. SPAC’s and Holdings’ SEC filings are available publicly on the SEC’s website at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Exhibit
2.1*	Business Combination Agreement, dated as of September 20, 2021, by and among SPAC, Merger Sub, the Company and Holdings.
10.1	Sponsor Support Agreement, dated September 20, 2021 by and among SPAC, Sponsor and the Founder Shareholders.
10.2	Stockholder Support Agreement, dated September 20, 2021 by and among SPAC, the Company and the stockholders party thereto.
10.3	Amended and Restated Forward Purchase Agreement, dated September 20, 2021 by and between SPAC and Sponsor.
10.4	Forward Purchase Agreement, dated September 20, 2021 by and between SPAC and New Enterprise Associates 15, L.P.
99.1	Press Release, dated September 21, 2021.
99.2	Conference Call Script.
99.3	Investor Presentation.
99.4	Audited Consolidated Financial Statements of Transfix, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

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.

	G SQUARED ASCEND I INC.
Date: September 21, 2021	By:	/s/ Ward Davis
	Name:	Ward Davis
	Title:	Chief Executive Officer

EX-2.1

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

G SQUARED ASCEND I INC.,

HORIZON MERGER SUB INC.,

TRANSFIX, INC.

and

TRANSFIX HOLDINGS, INC

Dated as of September 20, 2021

TABLE OF CONTENTS

Page

Article I DEFINITIONS		3
1.01	Certain Definitions	3
1.02	Further Definitions	17
1.03	Construction	20

Article II AGREEMENT AND PLAN OF MERGER		21
2.01	The Domestication	21
2.02	The Mergers	22
2.03	Effective Times; Closing	22
2.04	Effect of the Mergers	23
2.05	Certificate of Incorporation of Surviving Corporation; Bylaws of Surviving Corporation; Registration Rights Agreement	23
2.06	Directors and Officers of Surviving Corporation; Directors of Surviving Subsidiary Company	24
Article III EFFECTS OF THE MERGER		24
3.01	Conversion of Securities	24
3.02	Exchange of Certificates	27
3.03	Earnout	30
3.04	Stock Transfer Books	32
3.05	Appraisal and Dissenters’ Rights	32
Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		33
4.01	Organization and Qualification; Subsidiaries	33
4.02	Certificate of Incorporation and Bylaws	33
4.03	Capitalization	34
4.04	Authority Relative to this Agreement	36
4.05	No Conflict; Required Filings and Consents	37
4.06	Permits; Compliance	37
4.07	Financial Statements	38
4.08	Business Activities; Absence of Certain Changes or Events	39
4.09	Absence of Litigation	39
4.10	Employee Benefit Plans	40
4.11	Labor and Employment Matters	42
4.12	Real Property; Title to Tangible Assets	43
4.13	Intellectual Property	44
4.14	Taxes	48
4.15	Environmental Matters	50
4.16	Material Contracts	51
4.17	Customers and Suppliers	52
4.18	Insurance	53
4.19	Board Approval; Vote Required	53
4.20	Certain Business Practices	54

i

4.21	Interested Party Transactions	54
4.22	Exchange Act	55
4.23	Brokers	55
4.24	Exclusivity of Representations and Warranties	55
4.25	Company’s Investigation and Reliance	56
Article V REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB		57
5.01	Corporate Organization	57
5.02	Organizational Documents	57
5.03	Capitalization	57
5.04	Authority Relative to This Agreement	59
5.05	No Conflict; Required Filings and Consents	59
5.06	Compliance	60
5.07	SEC Filings; Financial Statements; Sarbanes-Oxley	60
5.08	Business Activities; Absence of Certain Changes or Events	61
5.09	Absence of Litigation	62
5.10	Board Approval; Vote Required	62
5.11	No Prior Operations of Merger Sub	63
5.12	Brokers	63
5.13	SPAC Trust Fund	64
5.14	Employees	64
5.15	Taxes	65
5.16	Registration and Listing	67
5.17	Insurance	67
5.18	Intellectual Property	67
5.19	Agreements; Contracts and Commitments	67
5.20	Title to Property	68
5.21	Investment Company Act	68
5.22	Private Placements	68
5.23	SPAC’s and Merger Sub’s Investigation and Reliance	69
5.24	Exclusivity of Representations and Warranties	69
Article VI CONDUCT OF BUSINESS PENDING THE MERGERS		70
6.01	Conduct of Business by the Company Pending the Mergers	70
6.02	Conduct of Business by SPAC and Merger Sub Pending the Mergers	74
6.03	Claims Against Trust Account	76
Article VII ADDITIONAL AGREEMENTS		76
7.01	No Solicitation	76
7.02	Registration Statement; Proxy Statement	79
7.03	Company Stockholder Approval; Holdings Stockholder Approval	81
7.04	SPAC Shareholders’ Meeting and Merger Sub Stockholder’s Approval	82
7.05	Access to Information; Confidentiality	83
7.06	Incentive Equity Plan; ESPP	83
7.07	Directors’ and Officers’ Indemnification	84
7.08	Notification of Certain Matters	86

ii

7.09	Further Action; Reasonable Best Efforts	86
7.10	Public Announcements	87
7.11	Stock Exchange Listing	88
7.12	Antitrust	88
7.13	Trust Account; SPAC Operating Account	89
7.14	Tax Matters	90
7.15	Directors	91
7.16	SPAC Public Filings	91
7.17	Litigation	91
7.18	PCAOB Financial Statements	92
Article VIII CONDITIONS TO THE MERGERS		92
8.01	Conditions to the Obligations of Each Party for the Acquisition Closing	92
8.02	Conditions to the Obligations of SPAC and Merger Sub	94
8.03	Conditions to the Obligations of the Company and Holdings	95
Article IX TERMINATION, AMENDMENT AND WAIVER		96
9.01	Termination	96
9.02	Effect of Termination	97
9.03	Expenses	97
9.04	Amendment	97
9.05	Waiver	97
Article X GENERAL PROVISIONS		98
10.01	Notices	98
10.02	Nonsurvival of Representations, Warranties and Covenants	99
10.03	Severability	99
10.04	Entire Agreement; Assignment	99
10.05	Parties in Interest	100
10.06	Governing Law	100
10.07	Waiver of Jury Trial	100
10.08	Headings	100
10.09	Counterparts	101
10.10	Specific Performance	101
10.11	No Recourse	101
10.12	Conflicts and Privilege	102

Exhibit A	Form of Certificate of Incorporation of SPAC after Domestication
Exhibit B	Form of Bylaws of SPAC after Domestication
Exhibit C	Form of Certificate of Incorporation of the Surviving Corporation
Exhibit D	Form of Bylaws of the Surviving Corporation
Exhibit E	Form of Amended and Restated Registration Rights Agreement
Exhibit F	Form of Written Consent
Exhibit G	Form of Omnibus Incentive Plan
Exhibit H	Form of ESPP

iii

Schedule A	Company Knowledge Parties
Schedule B	Key Company Stockholders
Schedule C	Holdings Director Nominees
Schedule I	Certain Directors and Advisors of SPAC
Schedule II	Company Material Adverse Effect Knowledge Parties

iv

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement, dated as of September 20, 2021 (this “Agreement”), is entered into by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successor, “SPAC”), Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct Subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”). SPAC, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party”.

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Parties will enter into a business combination transaction pursuant to which (a) on the Closing Date prior to the Initial Closing, SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting the Domestication in accordance with the applicable provisions of the DGCL and the Companies Act and in connection therewith, SPAC will amend and restate the SPAC Articles of Association and other governing documents by (x) adopting and filing with the Delaware Secretary of State a certificate of incorporation substantially in the form attached to this Agreement as Exhibit A (the “SPAC Delaware Charter”) and (y) adopting bylaws substantially in the form attached to this Agreement as Exhibit B (the “SPAC Delaware Bylaws”), (b) on the Closing Date, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”) and becoming the sole owner of Merger Sub, and (c) on the Closing Date but immediately after the Initial Merger Effective Time, Merger Sub will merge with and into the Company (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”), with the Company surviving the Acquisition Merger as a wholly owned Subsidiary of the Surviving Corporation (the Company, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes referred to herein as the “Surviving Subsidiary Company”);

WHEREAS, each of the parties agrees that for U.S. federal income tax purposes, (a) it is intended that (i) the Domestication qualify as a “reorganization” described in Section 368(a)(1)(F) of the Code, (ii) the Initial Merger qualify as a “reorganization” described in Section 368(a)(1)(F) of the Code to which SPAC and Holdings are parties within the meaning of Section 368(b) of the Code, and (iii) the Acquisition Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which Holdings and the Company are parties within the meaning of Section 368(b) of the Code; and (b) this Agreement is intended to constitute, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to each of (i) the Domestication, (ii) the Initial Merger and, (iii) the Acquisition Merger;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders, (b) approved and adopted this Agreement and the Transactions and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Transactions and directed that this Agreement and the Transactions be submitted for consideration by the Company’s stockholders (the “Company Recommendation”);

1

WHEREAS, the Board of Directors of SPAC (the “SPAC Board”) has unanimously (a) determined that this Agreement and the Transactions are fair to, and in the best interests of, SPAC, (b) approved and adopted this Agreement and the Transactions and declared their advisability, and (c) recommended that the shareholders of SPAC approve and adopt this Agreement and approve the Transactions, and directed that this Agreement and the Transactions be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting;

WHEREAS, the Board of Directors of Merger Sub (the “Merger Sub Board”) has unanimously (a) determined that this Agreement and the Acquisition Merger are fair to, and in the best interests of, Merger Sub and its sole stockholder, (b) approved and adopted this Agreement and the Acquisition Merger and declared their advisability, and (c) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Acquisition Merger and directed that this Agreement and the Acquisition Merger be submitted for consideration by the sole stockholder of Merger Sub;

WHEREAS, the Board of Directors of Holdings (the “Holdings Board”) has unanimously (a) determined that this Agreement and the Transactions are fair to, and in the best interests of, Holdings and its sole stockholder, (b) approved and adopted this Agreement and the Transactions and declared their advisability, and (c) recommended that the sole stockholder of Holdings approve and adopt this Agreement and approve the Transactions and directed that this Agreement and the Transactions be submitted for consideration by the sole stockholder of Holdings;

WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, the Company and the Key Company Stockholders, as Company stockholders holding shares of Company Stock sufficient to constitute the Requisite Company Stockholder Approval, are entering into the Stockholder Support Agreement, dated as of the date hereof, (the “Stockholder Support Agreement”), providing that, among other things, the Key Company Stockholders will vote their shares of Company Stock in favor of this Agreement and the Transactions (including the Mergers);

WHEREAS, in connection with the Acquisition Closing, Holdings, certain shareholders of SPAC and certain stockholders of the Company shall enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by SPAC and the Company); and

WHEREAS, concurrently with the execution and delivery of this Agreement, G Squared Ascent Management I, LLC (the “Sponsor”) and each of the individuals set forth on Schedule I has executed and delivered to the Company the Sponsor Support Agreement, dated as of the date hereof (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement and the other Transaction Documents and the Transactions.

2

WHEREAS, concurrently with the execution and delivery of this Agreement, (a) the Sponsor has executed and delivered to SPAC the Amended and Restated Forward Purchase Agreement, dated as of the date hereof (the “Amended and Restated Forward Purchase Agreement”), pursuant to which the Sponsor, upon the terms and subject to the conditions set forth therein, has agreed to purchase (i) 5,000,000 units at a purchase price of $10.00 per unit, with each such unit consisting of one share of SPAC Class A Common Stock and one-fifth of one SPAC Delaware Warrant (“Forward Purchase Units”) and (ii) an additional number of Forward Purchase Units equal to the number of SPAC Class A Ordinary Shares redeemed pursuant to the Redemption Rights, up to a maximum of an additional 5,000,000 Forward Purchase Units (collectively, the “Sponsor Private Placement Units”), in each case, in a private placement to be consummated on the Closing Date at or after the Domestication Effective Time and prior to the Initial Merger Effective Time (the “Sponsor Private Placement”) and (b) New Enterprise Associates 15, L.P. (“NEA” and, together with the Sponsor the “Forward Purchase Investors”) has executed and delivered to SPAC the Forward Purchase Agreement, dated as of the date hereof (the “NEA Forward Purchase Agreement” and, together with the Amended and Restated Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which NEA, upon the terms and subject to the conditions set forth therein, has agreed to purchase 1,000,000 Forward Purchase Units at a purchase price of $10.00 per unit (the “NEA Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), in a private placement to be consummated on the Closing Date at or after the Domestication Effective Time and prior to the Initial Merger Effective Time (the “NEA Private Placement” and, together with the Sponsor Private Placement, the “Private Placements”).

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

1.01        Certain Definitions. For purposes of this Agreement:

“2014 Equity Incentive Plan” means the Company’s 2014 Stock Plan as such may have been amended, supplemented or modified from time to time.

“2019 Equity Incentive Plan” means the Company’s 2019 Stock Plan as such may have been amended, supplemented or modified from time to time.

“Adjusted Aggregate Fully Diluted Company Common Shares” means, with respect to each Triggering Event (or the date on which a Change of Control occurs as described in Section 3.03(c)) the Aggregate Fully Diluted Company Common Shares as of immediately prior to the Acquisition Merger Effective Time, excluding, solely for purposes of this definition, any Company Options and Company RSU Awards that are unvested as of immediately prior to the Acquisition Merger Effective Time.

3

“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.

“Aggregate Fully Diluted Company Common Shares” means, without duplication, (a) the aggregate number of shares of Company Common Stock that are (i) issued and outstanding immediately prior to the Acquisition Merger Effective Time after giving effect to the Conversion or (ii) issuable upon, or subject to, the settlement of any Equity Securities of the Company issued and outstanding immediately prior to the Acquisition Merger Effective Time, including Company Options (whether or not then vested or exercisable), Company RSU Awards and Company Warrants, in each case, that are issued and outstanding immediately prior to the Acquisition Merger Effective Time, minus (b) the Treasury Shares outstanding immediately prior to the Acquisition Merger Effective Time, minus (c) a number of shares equal to the aggregate exercise price of the Company Options and Company Warrants described in clause (ii) above divided by the Per Share Merger Ratio.

“Aggregate Merger Consideration” means a number of shares of Surviving Corporation Common Stock equal to the quotient obtained by dividing (i) the Company Valuation, by (ii) $10.00.

“Ancillary Agreements” means the Registration Rights Agreement, the Sponsor Support Agreement, the Amended and Restated Forward Purchase Agreement, the NEA Forward Purchase Agreement, the Stockholder Support Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Merger Sub, the Company or Holdings in connection with the Transactions and specifically contemplated by this Agreement.

“Anti-Corruption Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, (ii) the UK Bribery Act 2010, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (v) similar legislation applicable to the Company or any Company Subsidiary from time to time.

“Business Combination” has the meaning ascribed to such term in the SPAC Articles of Association.

“Business Data” means all business information and data that is accessed, collected, used, stored, shared, distributed, transferred, disclosed, destroyed, disposed of or otherwise processed by any of the Business Systems or otherwise in the course of the conduct of the business of the Company or any Company Subsidiaries.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, NY; provided, that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

4

“Business Systems” means all Software, computer hardware (whether general or special purpose), communications and telecommunications networks, servers, peripherals, and computer systems, including any outsourced systems and processes, and any Software and systems provided via the cloud or “as a service” or installed on premises, that are owned or used in the conduct of the business of the Company or any Company Subsidiaries.

“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act of 2020, as in effect from time to time, together with all amendments thereto and all regulations and guidance issued by any Governmental Authority with respect thereto, any executive order or executive memo (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020) intended to address the consequences of COVID-19, and any analogous or similar provisions under applicable Law.

“Change of Control” means any transaction or series of transactions (a) following which a person or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons (other than the Surviving Corporation or the Surviving Subsidiary Company), has direct or indirect beneficial ownership of Equity Securities (or rights convertible or exchangeable into Equity Securities) representing more than fifty percent (50%) of the voting power of or economic rights or interests in the Surviving Corporation or the Surviving Subsidiary Company; provided, that such transaction or series of transactions shall not constitute a Change of Control unless such transaction or series of transactions results in such person or “group” of persons having more than the percentage of the ordinary voting power for the election of the board of directors of the Surviving Corporation owned in the aggregate, directly or indirectly, beneficially, by the Company Founder and his affiliates; (b) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (i) the members of the board of directors of the Surviving Corporation immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a Subsidiary, the ultimate parent thereof or (ii) the voting Equity Securities of the Surviving Corporation or the Surviving Subsidiary Company immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then outstanding voting Equity Securities of the person resulting from such combination or, if the surviving company is a Subsidiary, the ultimate parent thereof; or (c) the result of which is a sale of all or substantially all of the assets of the Surviving Corporation or the Surviving Subsidiary Company to any person.

“Company Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company dated March 18, 2020, as the same may be amended, supplemented or modified from time to time.

“Company Common Stock” means the shares of the Company’s Common Stock, par value $0.001 per share.

“Company Equity Interests” means Company Stock, Company Options, Company RSU Awards and Company Warrants.

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

5

“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 used or held for use in the conduct of the business of the Company and its Company Subsidiaries.

“Company Material Adverse Effect” means any Effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (i) would, or would reasonably be expected to, have a material adverse effect on the business, financial condition, assets, liabilities, operations, or results of operations of the Company and the Company Subsidiaries taken as a whole or (ii) would, or would reasonably be expected to, prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the Mergers 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: (a) any change or proposed change in or change in the interpretation of any Law or GAAP; (b) events or conditions generally affecting the industries or geographic areas in which the Company and the Company Subsidiaries operate; (c) 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); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism or military actions (including any escalation or general worsening thereof), or any earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, or other force majeure events, or any epidemic, disease, outbreak or pandemic (including COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement, and including any impact of such pandemics on the health of any officer, employee or consultant of the Company or the Company Subsidiaries); (e) any actions taken or not taken by the Company or the Company Subsidiaries as required by this Agreement or at the written request of, or with the written consent of, SPAC; (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities) (provided that this clause (f) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from this Agreement or the consummation of the Transactions); (g) any matter specifically set forth on the Company Disclosure Schedule; (h) any Effect to the extent actually known by those individuals set forth on Schedule II on or prior to the date hereof; or (i) any failure 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 (i) shall not prevent a determination that any Effect underlying such failure has resulted in a Company Material Adverse Effect (to the extent such Effect is not otherwise excluded from this definition of Company Material Adverse Effect), except in the cases of clauses (a) through (d), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other similarly situated participants in the industries in which the Company and the Company Subsidiaries operate.

“Company Options” means all outstanding options to purchase shares of Company Common Stock, whether or not exercisable and whether or not vested, granted under the 2014 Equity Incentive Plan, 2019 Equity Incentive Plan or otherwise. For the avoidance of doubt, “Company Options” shall not include any “Company Warrants.”

6

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

“Company Preferred Stock” means the Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, Company Series D Preferred Stock, Company Series E Preferred Stock and Company Series Seed Preferred Stock.

“Company RSU Awards” means all outstanding restricted stock unit awards covering shares of Company Common Stock, whether or not vested, granted pursuant to the 2014 Equity Incentive Plan, 2019 Equity Incentive Plan or otherwise.

“Company Series A Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.001 per share, designated as Series A Preferred Stock in the Company Certificate of Incorporation.

“Company Series B Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.001 per share, designated as Series B Preferred Stock in the Company Certificate of Incorporation.

“Company Series C Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.001 per share, designated as Series C Preferred Stock in the Company Certificate of Incorporation.

“Company Series D Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.001 per share, designated as Series D Preferred Stock in the Company Certificate of Incorporation.

“Company Series D Warrants” means the outstanding warrants to purchase shares of Company Series D Preferred Stock pursuant to that certain Plain English Warrant Agreement, by and between TFX and TriplePoint Venture Growth BDC Corp., dated May 31, 2019.

“Company Series E Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.001 per share, designated as Series E Preferred Stock in the Company Certificate of Incorporation.

“Company Series Seed Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.001 per share, designated as Series Seed Preferred Stock in the Company Certificate of Incorporation.

“Company Stock” means the Company Common Stock and the Company Preferred Stock.

“Company Subsidiary” means each Subsidiary of the Company including, for the avoidance of doubt, Holdings.

“Company Valuation” means $1,000,000,000.

7

“Company Voting Agreement” means that certain Amended and Restated Voting Agreement, dated as of March 19, 2020, by and among the Company and the parties named therein.

“Confidential Information” means any information, knowledge or data concerning the businesses or affairs of (i) the Company or the Company Subsidiaries that is not already generally available to the public, or (ii) any Suppliers or customers of the Company or any Company Subsidiaries, in each case that either (x) the Company or the Company Subsidiaries are bound to keep confidential or (y) with respect to clause (i), the Company or the applicable Company Subsidiary purport to maintain as a trade secret under applicable Laws.

“Contract” means any legally binding written or oral agreement, contract, lease, sublease, loan agreement, security agreement, license, sublicense, indenture, deed, mortgage, commitment, promise, undertaking, or other similar instrument or obligation, to which the party in question is a party, or to which any property, business operation, or right of the party in question is subject or bound.

“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 Equity Securities, as trustee or executor, by contract or otherwise.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof.

“COVID-19 Measures” means any quarantine, “shelter in place,” “work from home,” workforce reduction, social distancing, shut down, closure, sequester, safety or any other Law, Governmental Order, Action, directive, guidelines or recommendations by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES) or any changes thereto.

“Disabling Devices” means Software viruses, time bombs, logic bombs, trojan horses, trap doors, back doors, or other computer instructions, intentional devices or techniques that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, maliciously encumber, hack into, incapacitate, infiltrate or slow or shut down a computer system or any component of such computer system, including any such device affecting system security or compromising or disclosing user data in an unauthorized manner, other than those incorporated by the Company or the applicable third party intentionally to protect Company IP from misuse or otherwise protect the Business Systems.

“Earnout Period” means the time period between the Closing Date and the six-year anniversary of the Closing Date.

“Eligible Company Equityholders” means, with respect to a Triggering Event or a Change of Control, each holder, as of immediately prior to the Acquisition Merger Effective Time, of (i) a share of Company Common Stock (after taking into account the Conversion) and (ii) a vested Company Option or vested Company RSU Award.

8

“Employee Benefit Plan” means any plan that is an “employee benefit plan” as defined in Section 3(3) of ERISA, any nonqualified deferred compensation plan subject to Section 409A of the Code, and any bonus, stock option, stock purchase, restricted stock, other equity-based compensation, performance award, incentive, deferred compensation, retiree medical or life insurance, death or disability benefit, supplemental retirement, severance, retention, change in control, employment, consulting, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements, whether written or unwritten, other than, in any case, any immaterial fringe benefits and statutory plan, program or arrangement that is required under applicable Laws and maintained by any Governmental Authority.

“Environmental Attributes” means any and all credits, benefits, emissions reductions, offsets and allowances of any kind, howsoever entitled, resulting from, or attributable to, the renewable nature of electricity production or the avoidance of the emission of any gas, chemical, or other substance to the environment, including (but not limited to) the avoidance of lifecycle greenhouse gas emissions, including (but not limited to) credits associated with California’s Low Carbon Fuel Standard.

“Environmental Laws” means any United States federal, state or local or non-United States Laws relating to: (i) releases or threatened releases of, or exposure of any person to, Hazardous Substances or materials containing Hazardous Substances; (ii) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; (iii) pollution or protection of the environment, natural resources or human health and safety; (iv) land use; or (v) the characterization of products or services as renewable, green, sustainable, or similar such claims.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, any other ownership interest or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right, security (including debt securities) convertible, exchangeable or exercisable, directly or indirectly, therefor.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Ex-Im Laws” means all applicable Laws relating to export, re-export, transfer, and import controls, including the U.S. Export Administration Regulations, the customs and import Laws administered by U.S. Customs and Border Protection, and the EU Dual Use Regulation.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Ratio” means the quotient obtained by dividing (i) the number of shares constituting the Aggregate Merger Consideration, by (ii) the number of Aggregate Fully Diluted Company Common Shares.

“Governmental Order” means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

9

“Hazardous Substance(s)” means (i) those substances defined in or regulated under the following United States federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, (ii) petroleum and petroleum products, including crude oil and any fractions thereof, (iii) polychlorinated biphenyls, per- and polyfluoroalkyl substances, asbestos and radon, and (iv) any substance, material or waste regulated by any Governmental Authority pursuant to any Environmental Law.

“Holdings Organizational Documents” means the certificate of incorporation and bylaws of Holdings, as amended, modified or supplemented from time to time.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Intellectual Property” means (i) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof, (ii) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers together with all translations, adaptations, derivations, combinations and other variants of the foregoing, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing, (iii) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof, (iv) trade secrets, proprietary or confidential information, know-how (including ideas, formulas, compositions and inventions (whether or not patentable or reduced to practice)), and database rights, (v) Internet domain names and social media accounts, (vi) all other intellectual property or proprietary rights of any kind or description in any jurisdiction throughout the world, and (vii) copies and tangible embodiments of any of the foregoing, in whatever form or medium.

“Investors’ Rights Agreement” means that certain Amended and Restated Investors’ Rights Agreement, dated March 19, 2020, by and among the Company and the parties named therein.

“Key Company Stockholders” means the persons and entities listed on Schedule B.

“knowledge” or “to the knowledge” of a person means in the case of the Company, the actual knowledge of each persons listed on Schedule A after reasonable inquiry of the individuals with operational responsibility in the functional area of such person, and in the case of SPAC, the actual knowledge of the individuals listed on Schedule II, after reasonable inquiry.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Leased Real Property” means the real property leased by the Company or Company Subsidiaries as tenant, together with, to the extent leased 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.

10

“Lien” means any lien, security interest, mortgage, pledge, adverse claim or other encumbrance of any kind that secures the payment or performance of an obligation (other than those created under applicable securities laws).

“Listing Exchange” mean the New York Stock Exchange, or another national securities exchange mutually agreed to by the parties as of the Closing Date, subject only to official notice of issuance thereof.

“Merger Sub Organizational Documents” means the certificate of incorporation and bylaws of Merger Sub, as amended, modified or supplemented from time to time.

“MidCap Credit Agreement” means that certain Credit Guaranty and Security Agreement, dated as of April 22, 2021, by and among the Company, the other borrowers from time to time party thereto, each guarantor from time to time party thereto, MidCap Funding IV Trust, a Delaware statutory trust, individually as agent and as lender, and the financial institutions or other entities from time to time thereto, as amended, restated, replaced or refinanced from time to time.

“Note Purchase Agreement” means that certain Subordinated Convertible Promissory Note Purchase Agreement, dated as of June 15, 2021, by and among the Company and the persons and entities listed on the schedule of lenders attached thereto as Exhibit A.

“Open Source Software” means any Software that is licensed pursuant to (i) any license that is a license 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), (ii) any license to Software that is considered “free” or “open source software” by the Open Source Initiative or the Free Software Foundation, or (iii) any Reciprocal License, in each case whether or not source code is available or included in such license.

“PCI DSS” means the Payment Card Industry Data Security Standard, issued by the Payment Card Industry Security Standards Council.

“Per Share Consideration” means the Per Share Merger Consideration and the Per Share Earnout Consideration.

“Per Share Earnout Consideration” means, with respect to each Triggering Event (or the date on which a Change of Control occurs as described in Section 3.03(c)) with respect to each Eligible Company Equityholder, a number of shares of Surviving Corporation Common Stock equal to (i) the number of Earnout Shares applicable to such Triggering Event or Change of Control, divided by (ii) the Adjusted Aggregate Fully Diluted Company Common Shares.

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“Per Share Merger Consideration” means a number of Surviving Corporation Common Stock equal to (i) Aggregate Merger Consideration divided by (ii) the Aggregate Fully Diluted Company Common Shares.

“Per Share Merger Ratio” means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00.

“Permitted Liens” means (i) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair the current use of the Company’s or any Company Subsidiary’s assets that are subject thereto, (ii) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens arising in the ordinary course of business, or deposits to obtain the release of such Liens, (iii) Liens for Taxes not yet due and delinquent or, if delinquent, which are being contested in good faith through appropriate actions and for which appropriate reserves have been established in accordance with GAAP, (iv) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities, (v) non-exclusive licenses (or sublicenses) of Company-Owned IP granted in the ordinary course of business, (vi) non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not materially interfere with the present uses of such real property, and (vii) 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.

“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.

“Personal Information” means: (i) information related to, or capable of being associated with (alone or in combination with other information), an identified individual, household or device (e.g., name, address, telephone number, IP address, email address, financial account number, government-issued identifier); or (ii) all information defined or described by the Company as “personal data,” “personal information,” “personally identifiable information,” “PII,” or any similar term in the Company’s privacy policies or other public-facing statement.

“Privacy/Data Security Laws” means all Laws governing the receipt, collection, use, storage, processing, sharing, security, disclosure, or transfer of Personal Information, including, the following Laws and their implementing regulations: the Federal Trade Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the General Data Protection Regulation (EU) 2016/679, Children’s Online Privacy Protection Act, California Consumer Privacy Act (the “CCPA”), and state data breach notification Laws.

“Processing” means the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure, or transfer of information.

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“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.

“Reciprocal License” means a license of an item of Software that requires or that conditions any rights granted in such license upon (i) the disclosure, distribution or licensing of any other Software (other than such item of Software as provided by a third party in its unmodified form), (ii) a requirement that any disclosure, distribution or licensing of any other Software (other than such item of Software in its unmodified form) be at no charge, (iii) a requirement that any other licensee of the Software be permitted to access the source code of, modify, make derivative works of, or reverse-engineer any such other Software, (iv) a requirement that such other Software be redistributable by other licensees, or (v) the grant of any patent rights (other than patent rights in such item of Software), including non-assertion or patent license obligations (other than patent obligations relating to the use of such item of Software).

“Redemption Rights” means the redemption rights provided for in Article 38 of the SPAC Articles of Association, as amended.

“Registered Intellectual Property” means all Intellectual Property that is the subject of a registration (or an application for registration) with a Governmental Authority or domain name registrar, including domain names.

“Requisite Company Stockholder Approval” means the requisite consent of the Company’s stockholders under the DGCL and the Company Certificate of Incorporation and bylaws (or any equivalent organizational documents) of the Company to approve this Agreement and the Transactions (including the Mergers), which shall consist of the affirmative vote of (i) the holders of a majority of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis, and (ii) the holders of sixty percent (60%) of the outstanding shares of Company Preferred Stock, voting together as a single class on an as-converted basis.

“Right of First Refusal and Co-Sale Agreement” means that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated March 19, 2020, by and among the Company and the parties named therein.

“Sanctioned Person” means at any time any person (i) listed on any Sanctions-related list of designated or blocked persons, (ii) the government of, resident in, or organized under the Laws of a country or territory that is the subject of comprehensive restrictive Sanctions from time to time (which includes, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region), or (iii) majority-owned or controlled by any of the foregoing.

“Sanctions” means those trade, economic and financial sanctions Laws, regulations, embargoes, and restrictive measures administered or enforced by (i) the United States (including the U.S. Treasury Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury, or (v) any other similar Governmental Authority with jurisdiction over the Company or any Company Subsidiary from time to time.

13

“Service Provider” means any employee, officer, director, individual independent contractor or individual consultant of the Company or any Company Subsidiary.

“Software” means all computer programs, applications, middleware, firmware, or other computer software (in object code, bytecode or source code format) and related documentation and materials.

“SPAC Articles of Association” means the Amended and Restated Memorandum and Articles of Association, dated February 4, 2021.

“SPAC Cayman Warrant” means whole warrants to purchase SPAC Class A Ordinary Shares as contemplated under the SPAC Warrant Agreement, with each whole warrant exercisable for one SPAC Class A Ordinary Share at an exercise price of $11.50.

“SPAC Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of the SPAC at or after the Domestication Effective Time, including shares of Class A common stock of the SPAC issued pursuant to the Sponsor Private Placement or NEA Private Placement.

“SPAC Class A Ordinary Shares” means SPAC’s Class A ordinary shares, par value $0.0001 per share.

“SPAC Consideration” means the shares of Surviving Corporation Common Stock issuable to holders of SPAC Class A Ordinary Shares and SPAC Founders Shares in accordance with Section 3.01(a).

“SPAC Delaware Warrant” means whole warrants to purchase SPAC Class A Common Stock, with each whole warrant exercisable for one SPAC Class A Common Stock at an exercise price of $11.50, including each such warrant issued pursuant to the Sponsor Private Placement or the NEA Private Placement.

“SPAC Founders Shares” means SPAC’s Class B ordinary shares, par value $0.0001 per share.

“SPAC Intervening Event” means any Effect that, individually or in the aggregate, (x) has a material and adverse impact on the business, assets, liabilities, operations, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole, (y) was not known or reasonably foreseeable to the SPAC Board as of the date hereof and that becomes known to the SPAC Board after the date hereof and prior to the receipt of approval of the Required SPAC Proposals and (z) that does not relate to (1) a SPAC Alternative Transaction or (2) clearance of the Transaction under the Regulatory Approvals or any other applicable Laws, including any action in connection therewith taken pursuant to or required to be taken pursuant to Section 6.01; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “SPAC Intervening Event”: (i) any Effect described in subsections (a) through (f) of the definition of “Company Material Adverse Effect”; provided, however, that any such Effect described in subsections (a) through (d) of the definition of “Company Material Adverse Effect” may be taken into account in determining whether a SPAC Intervening Event has occurred to the extent it has a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to similarly situated Persons operating in the industries in which the Company and the Company Subsidiaries operate; or (ii) the accounting treatment of the SPAC Warrants or the Assumed SPAC Warrants. Notwithstanding the foregoing, the amount of redemptions from the Trust Fund pursuant to the exercise of Redemption Rights shall not be deemed to be a SPAC Intervening Event.

14

“SPAC Material Adverse Effect” means any event, occurrence, state of facts, circumstance, change or effect (collectively “Effect”) that, individually or in the aggregate with all other events, circumstances, changes and effects, (i) would, or would reasonably be expected to, have a material adverse effect on the business, financial condition, assets, liabilities or operations of SPAC or (ii) would prevent, materially delay or materially impede the performance by SPAC or Merger Sub of their respective obligations under this Agreement or the consummation of the Mergers 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: (a) any change or proposed change in or change in the interpretation of any Law or GAAP; (b) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (c) 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); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism or military actions (including any escalation or general worsening thereof), or any earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions or other force majeure events, or any epidemic, disease, outbreak or pandemic (including COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement, and including any impact of such pandemics on the health of any officer, employee or consultant of the Company or the Company Subsidiaries); (e) any actions taken or not taken by the SPAC or Merger Sub as required by this Agreement or at the request of, or with the written consent of, the Company; (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities) (provided that this clause (f) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from this Agreement or the consummation of the Transactions); or (g) the accounting treatment of the SPAC Warrants (except in the cases of clauses (a) through (d) and clause (g), to the extent that SPAC is disproportionately affected thereby as compared with other similarly situated participants in the industry in which SPAC operates). Notwithstanding the foregoing, the amount of redemptions from the Trust Fund pursuant to the exercise of Redemption Rights shall not be deemed to be a SPAC Material Adverse Effect.

“SPAC Organizational Documents” means (i) prior to the Domestication, the SPAC Articles of Association, the Trust Agreement and the SPAC Warrant Agreement, (ii) following the Domestication but prior to the Initial Merger, the SPAC Delaware Charter, the SPAC Delaware Bylaws, the Trust Agreement and the SPAC Warrant Agreement; and (ii) following the Initial Merger, the Surviving Corporation Certificate of Incorporation, the Surviving Corporation Bylaws, the Trust Agreement and the SPAC Warrant Agreement, in each case as amended, modified or supplemented from time to time.

15

“SPAC Warrant Agreement” means that certain warrant agreement dated February 4, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, as amended, modified or supplemented from time to time.

“SPAC Warrants” means (i) prior to the Domestication, a SPAC Cayman Warrants, (ii) following the Domestication, SPAC Delaware Warrants, and (iii) following the Initial Merger, Assumed SPAC Warrants.

“Subsidiary” means, with respect to a person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the Equity Securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“Supplier” means any person that supplies inventory or other materials or personal property, Software, components, or other goods or services (including, design, development and manufacturing services) that comprise or are utilized in, including in connection with the design, development, manufacture or sale of, the Products of the Company or any Company Subsidiary.

“Surviving Corporation Common Stock” means the common stock, par value $0.0001 per share, of the Surviving Corporation.

“Tax” means any and all taxes, duties, levies or other similar governmental assessments, charges and fees in the nature of a tax imposed by any Governmental Authority, including, but not limited to, income, estimated, business, occupation, corporate, capital, gross receipts, transfer, stamp, registration, employment, payroll, unemployment, withholding, imputed underpayment, occupancy, license, severance, capital, production, ad valorem, excise, windfall profits, customs duties, escheat, unclaimed property, real property, personal property, sales, use, turnover, value added and franchise taxes, whether disputed or not, together with all interest, penalties, and additions to tax imposed with respect thereto by a Governmental Authority.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereof, in each case provided or required to be provided to a Governmental Authority.

“Trading Day” means any day on which shares of Surviving Corporation Common Stock are actually traded on the principal securities exchange or securities market on which shares of Surviving Corporation Common Stock are then traded.

“Transaction Documents” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule and the Ancillary Agreements.

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“Transactions” means the transactions contemplated by this Agreement and the Transaction Documents.

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

“Triggering Event I” means the date on which the daily volume-weighted average sale price of one share of Surviving Corporation Common Stock quoted on the Listing Exchange (or the exchange on which the shares of Surviving Corporation Common Stock are then listed) is greater than or equal to $12.50 for any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period within the Earnout Period.

“Triggering Event II” means the date on which the daily volume-weighted average sale price of one share of Surviving Corporation Common Stock quoted on the Listing Exchange (or the exchange on which the shares of Surviving Corporation Common Stock are then listed) is greater than or equal to $15.00 for any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period within the Earnout Period.

“Triggering Event III” means the date on which the daily volume-weighted average sale price of one share of Surviving Corporation Common Stock quoted on the Listing Exchange (or the exchange on which the shares of Surviving Corporation Common Stock are then listed) is greater than or equal to $17.50 for any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period within the Earnout Period.

“Triggering Events” means Triggering Event I, Triggering Event II and Triggering Event III, collectively.

“Virtual Data Room” means the virtual data room established by the Company, access to which was given to SPAC in connection with its due diligence investigation of the Company relating to the Transactions.

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

Defined Term	Location of Definition
2021 Balance Sheet	§4.07(a)
Acquisition Closing	§2.03(b)
Acquisition Merger	Recitals
Acquisition Merger Effective Time	§2.03(a)
Action	§4.09
Agreement	Preamble
Alternative Transaction	§7.01(a)
Antitrust Laws	§7.12(a)
Assumed SPAC Warrant	§3.01(a)(iii)
Assumed Warrant	§3.01(d)
Audited Annual Financial Statements	§4.07(a)
Blue Sky Laws	§4.05(b)
Certificates	§3.02(b)

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Change in Recommendation	§7.04(b)
Claims	§6.03
Closing Date	§2.03(b)
COBRA	§4.10(e)
Code	§3.02(i)
Company	Preamble
Company Board	Recitals
Company D&O Insurance	§7.07(c)
Company Disclosure Schedule	Article IV
Company Interested Party Transaction	§4.21(a)
Company Permit	§4.06
Company Recommendation	Recitals
Company Record Date	§3.02(a)(ii)
Company Warrants	§4.03(b)
Confidentiality Agreement	§7.05(b)
Contracting Parties	§10.11
Conversion	§3.01(b)
D&O Indemnitees	§7.07(a)
D&O Insurance	§7.07(c)
Data Security Requirements	§4.13(i)
Domestication Condition	§8.01(h)
Earnout Shares	§3.03(a)
Election	§3.02(a)(i)
Election Deadline	§3.02(a)(i)
Election Period	§3.02(a)(ii)
Environmental Permits	§4.15
ERISA Affiliate	§4.10(c)
ESPP	§7.06
Exchange Agent	§3.02(b)
Exchange Fund	§3.02(b)
Exchanged Option	§3.01(e)
Financial Statements	§4.07(b)
Form of Election	§3.02(a)(ii)
Forward Purchase Agreements	Recitals
Forward Purchase Investors	Recitals
GAAP	§4.07(a)
Governmental Authority	§4.05(b)
Health Plan	§4.10(j)
Holder	§3.02(a)(i)

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Holdings	Recitals
Holdings Common Stock	§4.03(f)
Information Security Reviews	§4.14(l)
Initial Closing	§2.03(b)
Initial Merger	Recitals
Initial Merger Effective Time	§2.03(a)
IRS	§4.10(b)
Lease	§4.12(b)
Lease Documents	§4.12(b)
Letter of Transmittal	§3.02(c)
Material Contracts	§4.16(a)
Material Customers	§4.17
Material Suppliers	§4.17
Maximum Annual Premium	§7.07(c)
Merger Materials	§7.02(a)
Merger Sub	Recitals
Merger Sub Board	Recitals
Merger Sub Common Stock	§5.03(b)
Mergers	Recitals
NEA	Recitals
NEA Forward Purchase Agreement	Recitals
NEA Forward Purchase Units	Recitals
NEA Private Placement	Recitals
Nonparty Affiliates	§10.11
Omnibus Incentive Plan	§7.06
Outside Date	§9.01(b)
PCAOB Financial Statements	§7.18
Plans	§4.10(a)
PPACA	§4.10(j)
Private Placements Units	Recitals
Proxy Statement	§7.02(a)
Registration Rights Agreement	Recitals
Registration Statement	§7.02(a)
Remedies Exceptions	§4.04
Representatives	§7.05(a)
Required SPAC Proposals	§7.02(a)
Restricted Earnout Shares	§3.03(h)
SEC	§5.07(a)
Securities Act	§4.05(b)
Side Letter Agreements	§4.21(b)
SPAC	Preamble
SPAC Alternative Transaction	§7.01(d)
SPAC Board	Recitals
SPAC Delaware Bylaws	Recitals
SPAC Delaware Charter	Recitals

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SPAC D&O Indemnitees	§7.07(a)
SPAC D&O Insurance	§7.07(d)
SPAC Disclosure Schedule	Article V
SPAC Intervening Event Notice	§7.04(b)
SPAC Intervening Event Notice Period	§7.04(b)
Sponsor Private Placement	Recitals
Sponsor Private Placement Units	Recitals

1.03        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 definitions contained in this Agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto (ix) references to any Law shall include all rules and regulations promulgated thereunder and references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law, and (x) the phrase “made available” when used in this Agreement with respect to the Company means that the information or materials referred to have been posted to the Virtual Data Room, in each case, no later than two Business Days prior to the date hereof.

(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, and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). 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 GAAP.

(e)            References in Articles V through X to the “SPAC” shall refer to G Squared Ascend I Inc. for all periods prior to completion of the Initial Merger and to the Surviving Corporation for all periods after completion of the Initial Merger; provided that the forgoing shall not apply to the representations and warranties set forth in Section 5.04, Section 5.05 or Section 5.06.

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Article II

AGREEMENT AND PLAN OF MERGER

2.01         The Domestication.

(a)           After all of the conditions set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived by the applicable Party or Parties entitled to the benefit thereof (other than the Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Initial Closing or the Acquisition Closing), but on the Closing Date, SPAC shall change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands exempted company pursuant to and in accordance with Sections 206 through 209 of the Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to and in accordance with Section 388 of the DGCL (the “Domestication”). SPAC will effect the Domestication by (A) filing all applicable notices, undertakings and other documents required to be filed, in form and substance reasonably satisfactory to the Company, paying all applicable fees required to paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act and in accordance therewith and (B) filing a certificate of corporate domestication, in form and substance reasonably acceptable to the Company (the “Certificate of Domestication”), and the SPAC Delaware Charter simultaneously with the Delaware Secretary of State in accordance with Section 388 of the DGCL. The Domestication shall become effective under the DGCL at the time the Certificate of Domestication and the SPAC Delaware Charter are accepted for filing by the Delaware Secretary of State or at such later time as may be mutually agreed by the Company and SPAC and specified in each of the Certificate of Domestication and the SPAC Delaware Charter. The time at which the Domestication actually becomes effective under the DGCL is referred to herein as the “Domestication Effective Time”.

(b)           At the Domestication Effective Time, the SPAC Articles of Association shall be amended and restated such that (i) the SPAC Delaware Charter shall be the certificate of incorporation of SPAC until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the DGCL and (ii) the SPAC Delaware Bylaws shall be the bylaws of SPAC until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the SPAC Delaware Charter and the DGCL.

(c)           At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of any holder of SPAC Class A Ordinary Shares, SPAC Founders Shares or SPAC Warrants, (i) each SPAC Founders Share that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of SPAC Class A Common Stock, (ii) immediately following the conversion described in clause (i), each SPAC Class A Ordinary Share that is then issued and outstanding will convert automatically, on a one-for-one basis, into a share of SPAC Class A Common Stock, and (iii) each SPAC Cayman Warrant that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a SPAC Delaware Warrant, pursuant to and in accordance with the SPAC Warrant Agreement.

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2.02        The Mergers.

(a)            Upon the terms and subject to the conditions set forth in this Article II, in accordance with the DGCL, on the Closing Date at the Initial Merger Effective Time SPAC shall be merged with and into Holdings. As a result of the Initial Merger, the separate corporate existence of SPAC shall cease, and Holdings shall continue as the surviving corporation of the Initial Merger (provided that references to Holdings for periods after the Initial Merger Effective Time shall include the Surviving Corporation).

(b)           Upon the terms and subject to the conditions set forth in set forth in this Article II and Article VIII in accordance with the DGCL, on the Closing Date immediately after the Initial Merger Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Acquisition Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Acquisition Merger (provided that references to the Company for periods after the Acquisition Merger Effective Time shall include the Surviving Subsidiary Company) as a wholly owned Subsidiary of the Surviving Corporation.

2.03        Effective Times; Closing.

(a)            On the Closing Date after the Domestication, but no later than three (3) Business Days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (other than the Domestication Condition and those conditions that by their nature are to be satisfied at the Initial Closing, it being understood that the occurrence of the Initial Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Initial Closing), the Parties shall cause the Initial Merger to be consummated by filing a 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 date and time of the filing of such certificate of merger (or such later time as may be agreed by each of the parties hereto and specified in such certificate of merger) being the “Initial Merger Effective Time”). Immediately after the Initial Merger Effective Time, the Parties shall cause the Acquisition Merger to be consummated by filing a 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 date and time of the filing of such certificate of merger (or such later time as may be agreed by each of the parties hereto and specified in the certificate of merger) being the “Acquisition Merger Effective Time”).

(b)           Immediately prior to such filing of a certificate of merger in accordance with Section 2.03(a) with respect to the Initial Merger, a first closing (the “Initial Closing”) shall occur. On the same day but immediately after the Initial Merger Effective Time, immediately prior to such filing of a certificate of merger in accordance with Section 2.03(a) with respect to the Acquisition Merger, a second closing (the “Acquisition Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Initial Closing and the Acquisition Closing actually occur is referred to in this Agreement as the “Closing Date.”

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2.04        Effect of the Mergers.

(a)            At the Initial Merger Effective Time, the effect of the Initial Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of SPAC and Holdings shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Holdings shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

(b)           At the Acquisition Merger Effective Time, the effect of the Acquisition Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Acquisition Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Subsidiary Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Subsidiary Company.

2.05        Certificate of Incorporation of Surviving Corporation; Bylaws of Surviving Corporation; Registration Rights Agreement.

(a)            At the Initial Merger Effective Time, Holdings shall file a certificate of incorporation in substantially the form attached as Exhibit C hereto (the “Surviving Corporation Certificate of Incorporation”) with the Secretary of State of Delaware, and the Surviving Corporation Certificate of Incorporation shall be adopted as the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such certificate of incorporation (subject to Section 7.07).

(b)           At the Initial Merger Effective Time, the bylaws in substantially the form attached as Exhibit B hereto (the “Surviving Corporation Bylaws” and together with the Surviving Corporation Certificate of Incorporation, the “Surviving Corporation Organizational Documents”) shall be adopted as the bylaws of the Surviving Corporation until thereafter amended as provided by the DGCL, the certificate of incorporation and such bylaws (subject to Section 7.07).

(c)            At the Acquisition Merger Effective Time, the certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Acquisition Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Subsidiary Company until thereafter amended in accordance with their terms and as provided by the DGCL (subject to Section 7.07).

(d)           At the Acquisition Closing, the Surviving Corporation shall deliver to the Company a copy of the Registration Rights Agreement duly executed by the Surviving Corporation and the shareholders of SPAC party thereto.

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2.06        Directors and Officers of Surviving Corporation; Directors of Surviving Subsidiary Company.

(a)            Subject to Section 7.15, the Parties will take all requisite action such that the directors and officers of Holdings as of immediately prior to the Initial Merger Effective Time continue as the initial directors and officers of the Surviving Corporation immediately after the Initial Merger Effective Time, each to hold office in accordance with the provisions of the DGCL and the Surviving Corporation Organizational Documents until their respective successors are, duly elected or appointed and qualified, as applicable.

(b)           The Parties will take all requisite action such that the directors and officers of the Surviving Subsidiary Company immediately after the Acquisition Merger Effective Time shall be the individuals designated by the Company prior to the Closing, each to hold office in accordance with the provisions of the DGCL and the Surviving Corporation Organizational Documents until their respective successors are, duly elected or appointed and qualified.

Article III

EFFECTS OF THE MERGER

3.01        Conversion of Securities.

(a)           At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of any Party or any other person:

(i)             each share of Holdings Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time shall be redeemed for par value;

(ii)            each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time shall be canceled and converted into one share of Surviving Corporation Common Stock;

(iii)           each SPAC Warrant, to the extent then outstanding and unexercised immediately prior to the Initial Merger Effective Time, shall automatically, without any action on the part of the holder thereof, be assumed and converted into a warrant to acquire one share of Surviving Corporation Common Stock, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrant immediately prior to the Initial Merger Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions (each such resulting warrant, an “Assumed SPAC Warrant”). Accordingly, effective as of the Initial Merger Effective Time: (A) each Assumed SPAC Warrant shall be exercisable solely for shares of Surviving Corporation Common Stock; (B) the number of shares of Surviving Corporation Common Stock subject to each Assumed SPAC Warrant shall be equal to the number of shares of SPAC Class A Common Stock subject to the applicable SPAC Warrant and (C) the per share exercise price for the Surviving Corporation Common Stock issuable upon exercise of such Assumed SPAC Warrant shall be equal to the per share exercise price for the shares of SPAC Class A Common Stock subject to the applicable SPAC Warrant as in effect immediately prior to the Initial Merger Effective Time. The Surviving Corporation shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed SPAC Warrants remain outstanding, a sufficient number of shares of Surviving Corporation Common Stock for delivery upon the exercise of such Assumed SPAC Warrants; and

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(b)           On the Closing Date and immediately prior to the Acquisition Merger Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall automatically convert into a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to Article IV(B)4 of the Company Certificate of Incorporation (the “Conversion”). After the Conversion, all of the shares of Company Preferred Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities.

(c)            At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of any Party or any other person:

(i)             each share of Company Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (including shares of Company Common Stock resulting from the Conversion) shall be canceled and converted into the right to receive (A) the applicable Per Share Merger Consideration and (B) upon a Triggering Event (or the date on which a Change of Control occurs as described in Section 3.03(c)), the applicable Per Share Earnout Consideration (with any fractional share to which any holder of Company Common Stock would otherwise be entitled rounded down to the nearest whole share) in accordance with Section 3.03, in each case without interest

(ii)            all shares of Company Stock held in the treasury of the Company (the “Treasury Shares”) shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and

(iii)           each share of Merger Sub Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Subsidiary Company.

(d)           Effective as of the Acquisition Merger Effective Time, each Company Series D Warrant, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be assumed and converted into a warrant to acquire a number of shares of Surviving Corporation Common Stock at an adjusted exercise price per share, in each case, as determined under this Section 3.01(d) (each such resulting warrant, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Company Series D Warrant immediately prior to the Acquisition Merger Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions. Accordingly, effective as of the Acquisition Merger Effective Time: (a) each Assumed Warrant shall be exercisable solely for shares of Surviving Corporation Common Stock; (b) the number of shares of Surviving Corporation Common Stock subject to each Assumed Warrant shall be equal to (1) the number of shares of Company Common Stock subject to the applicable Company Series D Warrant (assuming the shares of Company Series D Preferred Stock subject to such Company Series D Warrant convert into shares of Company Common Stock pursuant to the Conversion) immediately prior to the Acquisition Merger Effective Time multiplied by (2) the Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Surviving Corporation Common Stock; and (c) the per share exercise price for the Surviving Corporation Common Stock issuable upon exercise of such Assumed Warrant shall be equal to (x) the per share exercise price for the shares of Company Common Stock subject to the applicable Company Series D Warrant (assuming the shares of Company Series D Preferred Stock subject to such Company Series D Warrant convert into shares of Company Common Stock pursuant to the Conversion), as in effect immediately prior to the Acquisition Merger Effective Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent. The Surviving Corporation shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed Warrants remain outstanding, a sufficient number of shares of Surviving Corporation Common Stock for delivery upon the exercise of such Assumed Warrants.

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(e)            Each Company Option that is outstanding and unexercised as of immediately prior to the Acquisition Merger Effective Time, whether or not vested, shall be assumed and converted into an option to purchase a number of shares of Surviving Corporation Common Stock (such option, an “Exchanged Option”) equal to (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Acquisition Merger Effective Time, divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Surviving Corporation Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Surviving Corporation Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, each Exchanged Option shall be subject to the same terms and conditions (including applicable vesting, acceleration, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Acquisition Merger Effective Time.

(f)             Each Company RSU Award that is outstanding immediately prior to the Acquisition Merger Effective Time shall be assumed and converted into an award covering a number of shares of Surviving Corporation Common Stock (rounded down to the nearest whole number) (such award of restricted shares, “Exchanged RSU Award”) equal to (i) the number of shares of Company Common Stock subject to such award immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the Exchange Ratio. Except as specifically provided above, each Exchanged RSU Award shall be subject to the same terms and conditions (including applicable vesting, acceleration, expiration and forfeiture provisions) that applied to the corresponding Company RSU Award immediately prior to the Acquisition Merger Effective Time.

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(g)           At or prior to the Initial Merger Effective Time and the Acquisition Merger Effective Time (as applicable), the parties hereto and their respective boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Common Stock pursuant to Section 3.01(c), the treatment of the Company Series D Warrants pursuant to Section 3.01(d), the treatment of the Company Options pursuant to Section 3.01(e), the treatment of Company RSU Awards pursuant to Section 3.01(f), and/or to cause any disposition or acquisition of Equity Securities of SPAC or the Surviving Corporation pursuant to Section 3.01(a), Section 3.01(c), Section 3.01(d), Section 3.01(e), or Section 3.01(f), or pursuant to the NEA Private Placement or the Sponsor Private Placement, as applicable, by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act, with respect to SPAC or the Surviving Corporation or who will (or is reasonably expected to) become subject to such reporting requirements with respect to the Surviving Corporation to be exempt under Rule 16b-3 under the Exchange Act.

3.02        Exchange of Certificates.

(a)            Exchange Agent. Prior to the Closing Date, Holdings shall cause to be transferred or deposited into a balance account (or the applicable equivalent), with an exchange agent designated by Holdings and reasonably satisfactory to SPAC (the “Exchange Agent”), for the benefit of the holders of SPAC Class A Common Stock, SPAC Founders Shares and the Company Stock (including shares of Company Common Stock resulting from the Conversion), for exchange in accordance with this Article III, the number of shares of Holdings Common Stock sufficient to deliver the aggregate SPAC Consideration and Per Share Consideration payable pursuant to this Agreement (such shares of Holdings Common Stock, together with any dividends or distributions with respect thereto pursuant to Section 3.02(c), being hereinafter referred to as the “Exchange Fund”). Holdings shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the SPAC Consideration and the Per Share Consideration out of the Exchange Fund in accordance with this Agreement. Except as contemplated by Section 3.02(c) hereof, the Exchange Fund shall not be used for any other purpose.

(b)           Exchange Procedures for Company Stock Evidenced by Certificates; Exchange Procedures for Company Stock, SPAC Class A Common Stock, and SPAC Founders Shares in Book Entry.

(i)            As promptly as practicable after the Acquisition Merger Effective Time, if required by the Exchange Agent, Holdings shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of Company Stock evidenced by certificates (the “Certificates”) entitled to receive the applicable Per Share Consideration pursuant to Section 3.01: a letter of transmittal, which shall be in a form reasonably acceptable to SPAC and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and (B) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Prior to the Acquisition Merger Effective Time, Holdings shall enter into an agreement with the Exchange Agent providing that, following the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (but in no event prior to the Acquisition Merger Effective Time), 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 therefore, and the Exchange Agent shall deliver the applicable Per Share Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the applicable Per Share Consideration in accordance with Section 3.01 shall be deemed at all times after the Acquisition Merger Effective Time to represent only the right to receive upon such surrender the applicable Per Share Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.01.

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(ii)           Holdings shall use its reasonable best efforts to cause the Exchange Agent to issue to the holders of the SPAC Class A Common Stock, SPAC Founders Shares and Company Stock, in each case, represented by book entry, the applicable SPAC Consideration or the applicable Per Share Merger Consideration, as the case may be, in accordance with the provisions of Section 3.01, without such holder being required to deliver a Certificate or Letter of Transmittal to the Exchange Agent.

(c)           Distributions with Respect to Unexchanged Certificates. No dividends or other distributions declared or made after the Acquisition Merger Effective Time with respect to the Surviving Corporation Common Stock with a record date after the Acquisition Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Surviving Corporation Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate in accordance with Section 3.02(b). Subject to the effect of escheat, Tax or other applicable Laws, following surrender of any such Certificate, the Surviving Corporation shall pay or cause to be paid or cause the Exchange Agent to pay to the holder of the shares of Surviving Corporation Common Stock issued in exchange therefore, 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 Acquisition Merger Effective Time and theretofore paid with respect to such shares of Surviving Corporation Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Acquisition Merger Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of Surviving Corporation Common Stock.

(d)           No Further Rights in Company Common Stock. (i) The SPAC Consideration payable upon conversion of the SPAC Class A Common Stock and SPAC Founders Shares pursuant to Sections 3.01(a) in accordance with the terms hereof, shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such SPAC Class A Common Stock and SPAC Founders Shares, as applicable, and (ii) the Per Share Consideration payable upon conversion of the Company Stock (including shares of Company Common Stock resulting from the Conversion) or pursuant to Section 3.03 in accordance with the terms hereof, shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Stock.

(e)            Adjustments to SPAC Consideration and Per Share Consideration. The SPAC Consideration and the Per Share 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 Class A Ordinary Shares (prior to the Domestication), SPAC Class A Common Stock (after the Domestication by prior to the Initial Merger), SPAC Founders Shares (prior to the Initial Merger), Surviving Corporation Common Stock (following the Initial Merger), or the Company Stock occurring on or after the date hereof and prior to the Acquisition Merger Effective Time; provided, however, that this Section 3.02(e) shall not be construed to permit SPAC or the Company to take any actions with respect to its securities that is prohibited by this Agreement.

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(f)            Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of SPAC Class A Common Stock, SPAC Founders Shares or Company Stock for one year after the Acquisition Merger Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holders of SPAC Class A Common Stock, SPAC Founders Shares or Company Stock, who have not theretofore complied with this Section 3.02 shall thereafter look only to the Surviving Corporation for the applicable SPAC Consideration or applicable Per Share Consideration, as the case may be, other than as provided in Section 3.03. Any portion of the Exchange Fund remaining unclaimed by holders of the SPAC Class A Common Stock, SPAC Founders Shares or Company Stock 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 the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

(g)           No Liability. None of the Exchange Agent, SPAC, the Surviving Corporation, or Surviving Subsidiary Company shall be liable to any holder of SPAC Class A Common Stock, SPAC Founders Shares or Company Stock (including shares of Company Common Stock resulting from the Conversion) for any Surviving Corporation Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.02.

(h)           Withholding Rights. Notwithstanding anything in this Agreement to the contrary, each of the Company, the Surviving Corporation, Merger Sub, and the Exchange Agent shall be entitled to deduct and withhold from amounts (including shares, warrants, options or other property) otherwise payable, issuable or transferable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to such payment, issuance or transfer under the United States Internal Revenue Code of 1986 (the “Code”) or any provision of state, local or non-U.S. Tax Law. If the applicable withholding agent intends to withhold any Taxes from any amounts payable to holders of equity interests in the Company (other than with respect to any withholding (i) on amounts treated as compensation for applicable tax purposes or (ii) relating to a failure by the Company to deliver at or prior to the Acquisition Closing, the deliverable contemplated in Section 7.14(d), the applicable withholding agent shall use commercially reasonable efforts to provide prior notice of such withholding to the Company as soon as reasonably practicable after it determines withholding is required and shall reasonably cooperate to reduce or eliminate such withholding to the extent permissible under applicable Law. To the extent that amounts are deducted or withheld consistent with this Section 3.02(h) and timely paid to the applicable Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid, issued or transferred to the person in respect of which such deduction and withholding was made.

(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 or, solely in respect of Earnout Shares issuable pursuant to Section 3.03, the Surviving Corporation, will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate, the applicable Per Share Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01 or Section 3.03, as applicable.

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(j)             Fractional Shares. No certificates or scrip or shares representing fractional shares of Surviving Corporation Common Stock shall be issued upon the exchange of SPAC Class A Common Stock, SPAC Founders Shares or Company Common Stock and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of the Surviving Corporation or a holder of shares of Surviving Corporation Common Stock. In lieu of any fractional share of Surviving Corporation Common Stock to which any holder of SPAC Class A Common Stock, SPAC Founders Shares or Company Common Stock, would otherwise be entitled in connection with the payment of the SPAC Consideration or Per Share Merger Consideration, as applicable, the Exchange Agent shall round up or down to the nearest whole share of Surviving Corporation Common Stock. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

3.03         Earnout.

(a)            Following the Acquisition Closing, as additional consideration for the Company interests acquired in connection with the Acquisition Merger, within five (5) Business Days after the occurrence of a Triggering Event, the Surviving Corporation shall issue or cause to be issued to the Eligible Company Equityholders with respect to such Triggering Event the following shares of Surviving Corporation Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Surviving Corporation Common Stock occurring after the Acquisition Closing) (the “Earnout Shares”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as shares of Surviving Corporation Common Stock to all Eligible Company Equityholders), upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements:

(i)             upon the occurrence of Triggering Event I, a one-time issuance of an aggregate of 2,500,000 Earnout Shares;

(ii)            upon the occurrence of Triggering Event II, a one-time issuance of an aggregate of 2,500,000 Earnout Shares; and

(iii)           upon the occurrence of Triggering Event III, a one-time issuance of an aggregate of 2,500,000 Earnout Shares.

(b)           For the avoidance of doubt, the Eligible Company Equityholders with respect to a Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders collectively be entitled to receive more than an aggregate of 7,500,000 Earnout Shares pursuant to this Section 3.03.

(c)            If, during the Earnout Period, there is a Change of Control (A) the Surviving Corporation shall issue 7,500,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder.

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(d)           The Surviving Corporation Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III and in Section 3.03(c) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Surviving Corporation Common Stock occurring after the Acquisition Closing.

(e)           At all times during the Earnout Period, the Surviving Corporation shall keep available for issuance a sufficient number of shares of unissued Surviving Corporation Common Stock to permit the Surviving Corporation to satisfy in full its issuance obligations set forth in this Section 3.03 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of Surviving Corporation Common Stock if at any time there shall be insufficient unissued Surviving Corporation Common Stock to permit such reservation. In no event will any right to receive Earnout Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares take any steps that would render such rights readily marketable.

(f)            The Surviving Corporation shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 3.03, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of the Surviving Corporation responsible for maintaining such ledger or the applicable registrar or transfer agent of the Surviving Corporation).

(g)           During the Earnout Period, the Surviving Corporation shall use reasonable best efforts for the Surviving Corporation to remain listed as a public company on, and for the Surviving Corporation Common Stock (including, when issued, the Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Surviving Corporation Common Stock are then listed; provided, however, that subject to Section 3.03(c), the foregoing shall not limit the Surviving Corporation from consummating a Change of Control or entering into a Contract that contemplates a Change of Control.

(h)           Notwithstanding anything to the contrary contained herein, the Earnout Shares to be issued to the holders of Company Options and Company RSU Awards pursuant to Section 3.03(a) shall be issued at or as soon as practicable following the Acquisition Closing in the form of restricted Surviving Corporation Common Stock pursuant to the Omnibus Incentive Plan (the “Restricted Earnout Shares”). The number of Restricted Earnout Shares issued with respect to each Company Option and Company RSU Award held by an Eligible Company Equity Holder shall be equal to (i) (A) 7,500,000, divided by (B) the number of Adjusted Aggregate Fully Diluted Company Common Shares as of immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the aggregate number of shares of Company Common Stock underlying the applicable Company Option and Company RSU Award. Each Restricted Earnout Share shall be subject to forfeiture, and such forfeiture restrictions shall lapse with respect to a pro rata portion of the Restricted Earnout Shares held by each holder of Restricted Earnout Shares upon the occurrence of a Triggering Event (or on the date on which a Change of Control occurs as described in Section 3.03(c)), but only to the extent that such Restricted Earnout Share would have been issued upon the Triggering Event (or Change of Control) had it instead been issued pursuant to Section 3.03(a)-(c), and upon such lapse of forfeiture the Restricted Earnout Shares shall be treated as issued pursuant to Section 3.03(a)-(c) (as applicable). Any Restricted Earnout Share that remains subject to forfeiture at the expiration of the Earnout Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Restricted Earnout Share. The Restricted Earnout Shares shall be subject to adjustment in accordance with Section 3.03(a), and shall not be entitled to dividends paid with respect to the Surviving Corporation Common Stock during the Earnout Period. Notwithstanding anything to the contrary in this Section 3.03, in no event shall the number of Earnout Shares issued pursuant to pursuant to Section 3.03(a)-(c), together with the number of Restricted Earnout Shares vesting in accordance with this Section 3.03(h), exceed 7,500,000 Earnout Shares.

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3.04         Stock Transfer Books. At the Acquisition Merger Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Stock thereafter on the records of the Company. From and after the Acquisition Merger Effective Time, the holders of Certificates representing Company Stock outstanding immediately prior to the Acquisition Merger Effective Time shall cease to have any rights with respect to such Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Acquisition Merger Effective Time, any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason shall be converted into the applicable Per Share Consideration in accordance with the provisions of Section 3.01 and Section 3.03, as applicable.

3.05        Appraisal and Dissenters’ Rights.

(a)            Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Common Stock in accordance with Section 262 of the DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(c), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock.

(b)           Prior to the Closing Date, the Company shall give SPAC (i) prompt notice of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of SPAC, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

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Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company’s disclosure schedule delivered by the Company in connection with this Agreement (the “Company Disclosure Schedule”) (provided that any matter required to be disclosed shall only be disclosed by specific disclosure in the corresponding section of the Company Disclosure Schedule (unless it is reasonably apparent on its face that such disclosure relates to another section of this Article IV) or by cross-reference to another section of the Company Disclosure Schedule), the Company hereby represents and warrants to SPAC and Merger Sub as follows:

4.01        Organization and Qualification; Subsidiaries.

(a)            Each of the Company and Holdings is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation 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. Each 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 and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b)           A true and complete list of all the Company Subsidiaries, together with the jurisdiction of 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, is set forth in Section 4.01(b) of the Company Disclosure Schedule. 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.

4.02         Certificate of Incorporation and Bylaws. The Company has, prior to the date of this Agreement, made available to SPAC a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor Holdings is in violation of any of the provisions of each of their respective certificate of incorporation, bylaws or equivalent organizational documents. No Company Subsidiary is in material violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents.

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4.03        Capitalization.

(a)            As of the date of this Agreement, the authorized capital stock of the Company consists of 9,5000,000 shares of Company Common Stock and 61,565,839 shares of Company Preferred Stock, consisting of (i)  5,802,005 shares of Company Series Seed Preferred Stock, (ii)  16,494,312 shares of Company Series A Preferred Stock, (iii) 19,800,602 shares of Company Series B Preferred Stock, (iv) 10,952,845 shares of Company Series C Preferred Stock, (v) 5,185,884 shares of Company Series D Preferred Stock and (vi) 3,330,191 shares of Company Series E Preferred Stock. As of the date of this Agreement, (1) 9,612,965 shares of Company Common Stock are issued and outstanding, (2) 60,956,596 shares of Company Preferred Stock are issued and outstanding, (3) 5,802,005 shares of Company Series Seed Preferred Stock are issued and outstanding, (4) 16,494,312 shares of Company Series A Preferred Stock are issued and outstanding, (5) 19,800,602 shares of Company Series B Preferred Stock are issued and outstanding, (6) 10,952,845 shares of Company Series C Preferred Stock are issued and outstanding, (7) 5,052,382 shares of Company Series D Preferred Stock are issued and outstanding, and (8) 2,854,450 shares of Company Series E Preferred Stock are issued and outstanding. As of the date of this Agreement, no shares of Company Common Stock or Company Preferred Stock are held in the treasury of the Company. As of the date of this Agreement, (x) 14,376,156 shares of Company Common Stock and 9,458,310 shares of Company Common Stock are reserved for future issuance pursuant to outstanding Company Options granted pursuant to the 2014 Equity Incentive Plan and 2019 Equity Incentive Plan, respectively, (y) 537,094 shares of Company Common Stock and 1,167,239 shares of Company Common Stock are reserved for future issuance pursuant to outstanding Company RSU Awards granted pursuant to the 2014 Equity Incentive Plan and 2019 Equity Incentive Plan, respectively and (z) 133,502 shares of Company Series D Preferred Stock are reserved for future issuance pursuant to the Company Warrants.

(b)           Other than (i) the Company Options set forth on Section 4.03(c) of the Company Disclosure Schedule, (ii) the Company RSU Awards set forth on Section 4.03(c) of the Company Disclosure Schedule, (iii) the Company Preferred Stock, (iv) the rights provided in the Investors’ Rights Agreement, and (v) outstanding Company Series D Warrants to purchase an aggregate of 133,502 shares of Company Series D Preferred Stock (subject to the exercise or forfeiture of any such Company Series D Warrants following the date of this Agreement) (the “Company Warrants”), there are no Equity Securities of the Company or any Company Subsidiary issued or outstanding as of the date of this Agreement. 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 Securities in the Company or any Company Subsidiary or any other equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other Equity Securities or ownership interests in, the Company or any Company Subsidiary. Except as set forth in the Company Voting Agreement and the Company Support Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which the Company or any Company Subsidiary is a party, or to the Company’s knowledge, among any holder of Company Stock or any other Equity Securities or other securities of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is not a party, with respect to the voting of the Company Stock or any of the Equity Securities or other securities of the Company.

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(c)            Section 4.03(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, the following information with respect to each Company Option, each Company RSU Awards and Company Warrant outstanding as of the date of this Agreement, as applicable: (i) the name of the Company Option or Company RSU Award recipient or the name of the holder of the Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Option, Company RSU Award or Company Warrant; (iii) the exercise or purchase price of such Company Option, Company RSU Award or Company Warrant; (iv) the date on which such Company Option, Company RSU Award or Company Warrant was granted; and (v) the date on which such Company Option or Company Warrant expires. The Company has made available to SPAC accurate and complete copies of the 2014 Equity Incentive Plan and 2019 Equity Incentive Plan pursuant to which the Company has granted the Company Options or Company RSU Awards that are currently outstanding and the form of all stock and stock-based award agreements evidencing the Company Options or Company RSU Awards. No Company Option was granted with an exercise price per share less than the fair market value of the underlying Company Common Stock as of the date such Company Option was granted. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.

(d)           There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the Company 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.

(e)           All outstanding Company Stock, all outstanding Company Options, all outstanding Company RSU Awards, all outstanding Company Warrants and all outstanding shares of capital stock of each Company Subsidiary have been issued and granted in compliance in all material respects with (A) all applicable securities laws and other applicable Laws, and (B) all preemptive rights and other requirements set forth in applicable contracts to which the Company or any Company Subsidiary is a party and the organizational documents of the Company and the Company Subsidiaries.

(f)            As of the date of this Agreement, the authorized capital stock of Holdings consists of 100 shares of common stock, par value $0.000001 per share (the “Holdings Common Stock”). As of the date hereof, 100 shares of Holdings Common Stock are issued and outstanding. All outstanding shares of Holdings Common Stock have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by the Company free and clear of all Liens, other than transfer restrictions under applicable securities laws and the Holdings Organizational Documents. The shares of Surviving Corporation Common Stock being delivered by Holdings pursuant to Section 3.01(a) and the Per Share Consideration being delivered by Holdings 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 and the Surviving Corporation Organizational Documents.

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(g)            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 100% by the Company or another Company Subsidiary free and clear of all 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.

(h)            Immediately prior to the Acquisition Merger Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall be converted into Company Common Stock at the then effective conversion rate as calculated pursuant to the Company Certificate of Incorporation. Section 4.03(a) of the Company Disclosure Schedule sets forth the currently effective conversion rate for each series of Company Preferred Stock as calculated pursuant to the Company Certificate of Incorporation. After the Conversion, all of the shares of Company Preferred Stock shall no longer be outstanding and shall cease to exist, and each previous holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities (other than the right to receive the shares of Company Common Stock issuable pursuant to the Conversion with respect thereto). Subject to and upon receipt of the Requisite Company Stockholder Approval, the Conversion will have been duly and validly authorized by all corporate action and all required approvals and consents will have been obtained by the Company.

4.04       Authority Relative to this Agreement. Each of the Company and Holdings has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by each of the Company and Holdings and the consummation by each of the Company and Holdings of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or Holdings are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Mergers, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Holdings Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and Holdings and, assuming the due authorization, execution and delivery by SPAC and Merger Sub, constitutes a legal, valid and binding obligation of the Company and Holdings, enforceable against the Company and Holdings 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”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Mergers or the other Transactions.

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4.05       No Conflict; Required Filings and Consents.

(a)           The execution and delivery of this Agreement by each of the Company and Holdings do not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, have been made, obtained or given, the performance of this Agreement by each of the Company and Holdings will not (i) conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made, 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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any Material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b)           The execution and delivery of this Agreement by each of the Company and Holdings do not, and the performance of this Agreement by each of the Company and Holdings will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any United States federal, state, county, municipal or other 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 Exchange Act, the Securities Act of 1933 (the “Securities Act”), state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws, the pre-merger notification requirements of the HSR Act, 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

4.06       Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all material applicable franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company and the Company Subsidiaries to own, lease and operate its properties in all material respects and to carry on its business in all material respects as it is now being conducted (each, a “Company Permit”). 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 Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as whole.

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4.07       Financial Statements.

(a)           Attached as Section 4.07(a) of the Company Disclosure Schedule are true and complete copies of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2020, and the related audited consolidated statements of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the year then ended (collectively, the “Audited Annual Financial Statements”). The Audited Annual Financial Statements (including the notes thereto) (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly present, 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.

(b)           Attached as Section 4.07(b) of the Company Disclosure Schedule are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2021 (the “2021 Balance Sheet”), and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the six months ended June 30, 2021 (collectively, the “Unaudited Annual Financial Statements” and, together with the Audited Annual Financial Statements, the “Financial Statements”). The Unaudited Annual Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the period indicated (except as may be indicated in the notes thereto or for any year end adjustment) and (ii) fairly present, 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.

(c)            Except as and to the extent set forth on the 2021 Balance Sheet, none of the Company or any of the Company Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2021 Balance Sheet, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party, (iii) liabilities for transaction expenses in connection with this Agreement and the Transactions or (iv) such other liabilities and obligations which, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Company Material Adverse Effect.

(d)           Since January 1, 2018, (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 or their respective internal accounting controls (including any significant deficiency relating thereto), including any such complaint, allegation, assertion or claim 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.

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(e)           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 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).

4.08       Business Activities; Absence of Certain Changes or Events.

(a)           Holdings was formed solely for the purpose of engaging in the Initial Merger and is, and will be at all times prior to the Initial Merger, wholly owned by the Company. Since the date of its incorporation, Holdings has not, and at all times prior to the Initial Merger Effective Time will not, engage in any activities other than the execution of this Agreement, the performance of its obligations hereunder, and matters ancillary thereto. Holdings does not have, and prior to the Initial Merger Effective Time will not have, any assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Initial Merger.

(b)           Since December 31, 2020 through the execution date of this Agreement, except as otherwise reflected in the Unaudited Annual Financial Statements or as expressly contemplated by this Agreement (i) there has not been a Company Material Adverse Effect, and (ii) other than in the ordinary course, neither the Company nor 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 material covenants set forth in Section 6.01(b).

4.09      Absence of Litigation. In the past three (3) years, (a) there has been no litigation, suit, claim, charge, action, proceeding, audit, arbitration, or mediation (in each case, whether civil, criminal or administrative and whether public or private) or, to the knowledge of the Company, investigation or examination by or before, or otherwise involving, any Governmental Authority (an “Action”) pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, in each case, that (i) as of the date of this Agreement, would reasonably be expected to involve an amount in controversy (not counting likely insurance proceeds) in excess of $1,000,000 individually or (ii) as of the Acquisition Closing, would reasonably be expected to have a Company Material Adverse Effect and (b) neither the Company nor any Company Subsidiary nor any property or asset of the Company or any Company Subsidiary is, subject to any material 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.

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4.10       Employee Benefit Plans.

(a)            Section 4.10(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, all material Plans. For purposes hereof, “Plans” shall mean all Employee Benefit Plans (whether or not disclosed on Section 4.10(a) of the Company Disclosure Schedule) that are maintained, contributed to, required to be contributed to, or sponsored by the Company or any Company Subsidiary for the benefit of any current or former Service Provider or under which the Company or any Company Subsidiary has or could incur any liability (contingent or otherwise); provided that Section 4.10(a) of the Company Disclosure Schedule shall not include (i) any employment agreement (or offer letter) or individual consulting agreement that, in either case, is consistent in all material respects with the form(s) made available to SPAC, or (ii) any at-will contract or agreement that permit(s) termination of employment or service: (x) by the Company or a Company Subsidiary with no more than thirty (30) day’s advance notice, and (y) without severance or other payment or penalty obligations of the Company or any Company Subsidiary.

(b)           With respect to each material Plan, the Company has made available to SPAC, if applicable (i) a true and complete copy of the current plan document and all amendments thereto and each trust or other funding arrangement, (ii) copies of the most recent summary plan description and any summaries of material modifications, (iii) a copy of the 2019 filed Internal Revenue Service (“IRS”) Form 5500 annual report and accompanying schedules (or, if not yet filed, the most recent draft thereof), (iv) copies of the most recently received IRS determination, opinion or advisory letter for each such Plan, and (v) any material non-routine correspondence from any Governmental Authority with respect to any Plan within the past three (3) years.

(c)           Neither the Company nor any ERISA Affiliate has in the past six (6) years maintained, contributed to, or been required to contribute to or had any liability or obligation with respect to (whether contingent or otherwise) (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) any employee benefit plan that is or was subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a multiple employer welfare arrangement under ERISA, and neither the Company nor, to the knowledge of the Company, any ERISA Affiliate, has ever incurred any liability under Title IV of ERISA that has not been paid in full. For purposes of this Agreement, “ERISA Affiliate” shall mean any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company.

(d)           (i) Neither the Company nor any Company Subsidiary is nor will be obligated, whether under any Plan or otherwise, to provide any Service Provider with separation pay, severance, termination or similar benefits to any person as a result of the consummation of any Transaction contemplated by this Agreement, nor will the consummation of any such Transaction accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any Service Provider. (ii) The consummation of the Transactions contemplated hereby could not reasonably be expected to result in any amount paid or payable by the Company or any Company Subsidiary being characterized as an “excess parachute payment” as defined in Section 280G(b)(2) of the Code.

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(e)           None of the Plans provides, nor does the Company nor any Company Subsidiary have any obligation to provide, retiree medical to any current or former Service Provider after termination of employment or service, except (i) as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder or any analogous state law (“COBRA”), (ii) coverage through the end of the calendar month in which a termination of employment occurs, or (iii) with respect to reimbursement of COBRA premiums.

(f)            Except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Plan is and has been within the past six (6) years in compliance in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, (ii) for the Company and its ERISA Affiliates have performed all obligations required to be performed by them under, are not in default under or in violation of, and have no knowledge of any default or violation by any party to, any Plan, and (iii) no Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course).

(g)           Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code (i) has timely received a favorable determination letter from the IRS covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified and each trust established in connection with such Plan is exempt from federal income Taxation under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion letter from the IRS, and to the knowledge of Company, no event has occurred since the date of such determination or opinion letter or letters from the IRS that would reasonably be expected to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

(h)           There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) nor any reportable event (within the meaning of Section 4043 of ERISA) with respect to any Plan that, in any case, would reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect. Except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect, there have been no acts or omissions by the Company or any ERISA Affiliate thereof that have given or would reasonably be expected to give rise to any fines, penalties, Taxes or related charges under Sections 502 or 4071 of ERISA or Section 511 or Chapter 43 of the Code for which the Company or any such ERISA Affiliate may be liable.

(i)            All contributions, premiums or payments required to be made with respect to any Plan have been timely made to the extent due or properly accrued on the consolidated financial statements of the Company and the Company Subsidiaries, except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect.

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(j)             Except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect, the Company and each Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Health Plan”) is and has been during the past three years in compliance with the Patient Protection and Affordable Care Act of 2010 (“PPACA”), and no event has occurred that would reasonably be expected to subject the Company, any ERISA Affiliate or any Health Plan to any such material liability for penalties or excise Taxes under Code Sections 4980D or 4980H or any other provision of the PPACA.

(k)            Each Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered and operated, in all material respects, in compliance with the provisions of Section 409A of the Code and the Treasury Regulations thereunder, and no additional Tax under Section 409A(a)(1)(B) of the Code has been or would reasonably be expected to be incurred by a participant in any such Plan.

(l)            The Company and its Company Subsidiaries have timely made all contributions and satisfied all material obligations with respect to any statutory plan, program or arrangement that is required under applicable Laws and maintained by any Governmental Authority covering current or former Service Providers, except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect.

4.11       Labor and Employment Matters.

(a)           The Company has made available to SPAC a true, correct and complete list of all employees of the Company or any Company Subsidiary as of the date of this Agreement and sets forth for each such individual the following: (i) name and employing entity; (ii) title or position; (iii) department; (iv) whether classified as exempt or nonexempt for wage and hour purposes; (v) regularly scheduled hours per week; (vi) location of employment (city and state); (vii) current annualized base salary (if paid on a salaried basis) or hourly rate (if paid on an hourly basis); (viii) commission eligibility; (ix) bonus or other incentive-based compensation eligibility (excluding equity); and (x) any visa or work permit status and the date of expiration, if applicable.

(b)           No employee or other Service Provider of the Company or any Company Subsidiary is represented by a labor union, works council, trade union, or similar representative of employees with respect to their employment with the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary is a party to, subject to, or bound by a collective bargaining agreement, collective agreement, or any other contract or agreement with a labor union, works council, trade union, or similar representative of employees. There are no, and since January 1, 2018 there have not been any, strikes, lockouts or work stoppages existing or, to the Company’s knowledge, threatened, with respect to any employees, the Company or any Company Subsidiaries. There have been no union certification or representation petitions or demands with respect to the Company or any Company Subsidiaries or any of their employees and, to the Company’s knowledge, no union organizing campaign or similar effort is pending or threatened with respect to the Company, any Company Subsidiaries, or any of their employees.

(c)            In the past three (3) years, there have been no material Actions pending or, to the knowledge of the Company, threatened against or involving the Company or any Company Subsidiary by or on behalf of or involving any of their respective current or former employees or Service Providers, in each case with respect to employment or labor matters, in each case, that (i) involved, or as of the date of this Agreement would reasonably be expected to involve, any amount in controversy in excess of $500,000 individually or (ii) as of the Acquisition Closing, would reasonably be expected to involve any amount in controversy in excess of $500,000.

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(d)            Except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect, the Company and the Company Subsidiaries are and have been for the past three (3) years in compliance in all material respects with all applicable Laws relating to labor and employment, including all such Laws regarding employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave and all other employee leaves, recordkeeping, classification of employees and independent contractors, wages and hours, pay checks and pay stubs, employee seating, anti-harassment and anti-retaliation (including all such Laws relating to the investigation and remediation of any complaints) and occupational safety and health requirements. During the past three (3) years each employee and other Service Provider of the Company and each Company Subsidiary has been paid (and as of the Acquisition Closing will have been paid) all wages, bonuses, compensation and other sums owed and due to such individual as of such date.

4.12       Real Property; Title to Tangible Assets.

(a)           The Company does not own any real property.

(b)           Section 4.12(b) of the Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property in respect of which the Company or any Company Subsidiary is required to make payments in excess of $15,000 per month, and sets forth a list, as of the date of this Agreement, of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses any real property and pursuant to which the Company or any Company Subsidiary is required to make payments in excess of $15,000 per month (each, a “Lease”), with the name of the lessor and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to SPAC. There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the Company or Company Subsidiaries the right to use or occupy any Leased Real Property, and all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c)           Other than due to any actions taken due to any COVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

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(d)           Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, to the knowledge of the Company (only in the case of Leased Real Property and leasehold and subleasehold interests) free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as whole.

4.13       Intellectual Property.

(a)            Section 4.13 of the Company Disclosure Schedule contains, as of the date of this Agreement, a true, correct and complete list of all: (i) Registered Intellectual Property constituting Company-Owned IP (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 (other than (A) agreements for unmodified, commercially available, “off-the-shelf” Software, (B) commercially available service agreements to Business Systems, (C) agreements with employees or contractors of the Company that contain customary licenses related to use “background IP” or “pre-existing IP” incorporated by such employees or contractors into work product developed for the Company, (D) non-exclusive licenses granted to the Company by customers or distributors in the ordinary course of business, or (E) feedback and similar licenses that are not material to the business) (“Licensed IP Agreements”); and (iii) any Software or Business Systems constituting Company-Owned IP that are material to the business of the Company or any Company Subsidiary as currently conducted. The Company IP is sufficient for the conduct of the business of the Company and the Company Subsidiaries as currently conducted.

(b)            The Company or one of the Company Subsidiaries solely 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 valid and enforceable written contract or license, all Company-Licensed IP. All Registered Intellectual Property constituting Company-Owned IP has been duly maintained, has not been canceled or abandoned or permitted to lapse or expire, is currently in compliance with all formal legal requirements (including the payment of all applicable fees), and is subsisting, and, to the knowledge of the Company, valid and enforceable. There are no Governmental Orders, settlements, covenants not to sue, consents or other dispute-related obligations to which the Company or any Company Subsidiary is a party or otherwise bound that (i) restrict the rights of the Company or any Company Subsidiary to use any Intellectual Property; (B) restrict the business of the Company or any Company Subsidiary to accommodate any Intellectual Property of any other person; or (C) permit any third party to use any Company-Owned IP.

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(c)           The Company and each of its applicable Company Subsidiaries have taken and take reasonable actions to maintain, protect and enforce Company-Owned IP rights, including the secrecy, confidentiality and value of its trade secrets and other Confidential Information of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has disclosed any trade secrets or other material Confidential Information that relates to the Products or is otherwise material to the business of the Company and any applicable Company Subsidiaries to any other person other than pursuant to a written enforceable confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information.

(d)            Except as set forth on Section 4.13(d) of the Company Disclosure Schedule, there have been no claims filed and served, against the Company or any Company Subsidiary in any forum, by any person, and there are no claims pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any of the Company-Owned IP (other than office actions received from the US Patent and Trademark Office and its foreign counterparts in the ordinary course of registering any Company-Owned IP), or (B) alleging any infringement, misappropriation of, or other violation by the Company or any Company Subsidiary of, any Intellectual Property rights of other persons (including any unsolicited demands or offers to license any Intellectual Property rights from any other person); (ii) the activities of the Company and the Company Subsidiaries and the operation of the business of the Company and the Company Subsidiaries has not and does not infringe, misappropriate or violate such Intellectual Property of other persons; (iii) 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 written notice of any of the foregoing or received any formal written opinion of counsel regarding the foregoing.

(e)            All persons who have contributed, developed or conceived any material Company-Owned IP have executed valid and enforceable written agreements with the Company or one of the Company Subsidiaries substantially in the form(s) made available to Merger Sub or SPAC and pursuant to which such persons presently assign to the Company or the applicable Company Subsidiary all of their right, title, and interest in and to any Intellectual Property 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, without further consideration or any restrictions or obligations whatsoever, including on the use or other disposition or ownership of such Intellectual Property.

(f)            No funding, facilities or personnel of any Governmental Authority, university, college, other educational institution or research center, or other Person was used directly or indirectly in the development of any Company-Owned IP in such a manner as to give any of the foregoing any claim or right, current or contingent, in or to any Company-Owned IP.

(g)            Neither the Company nor any Company Subsidiary has provided or disclosed, directly or indirectly, any source code of any Product or any of the Software constituting Company-Owned IP to any Person other than to employees, consultants and contractors pursuant to written obligations of confidentiality. Neither the Company nor any Company Subsidiary has granted, directly or indirectly, any current or contingent rights, licenses or interests in or to any source code of any Product or any of the Software constituting Company-Owned IP. The Company and Company Subsidiaries do not use and have not used any Open Source Software in a manner that would obligate the Company or any Company Subsidiary to license or provide the source code to any Product or any of the Software constituting Company-Owned IP for the purpose of making derivative works, or to make available for redistribution to any person the source code to any Product or any of the Software constituting Company-Owned IP at no or minimum charge. The Company and the Company Subsidiaries have in all material respects complied and comply with the license of each item of Open Source Software that they use or distribute.

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(h)           The Company and the Company Subsidiaries maintain commercially reasonable and effective disaster recovery, business continuity, risk assessment and information security plans, procedures and facilities, including by implementing systems and procedures designed to (i) provide continuous monitoring and alerting of any problems or issues with the Business Systems owned or controlled by the Company and the Company Subsidiaries, and (ii) detect and prevent data security incidents, unauthorized Processing, ransomware, and other misuse, such as by monitoring network traffic for threats and scan and assess vulnerabilities in the Business Systems owned or controlled by the Company and the Company Subsidiaries. There has not been any malfunction or failure with respect to any of the Business Systems that has materially disrupted the business of the Company or has caused an outage or unavailability of the Products for any material period of time.

(i)            To the Company’s knowledge, the Company and the Company Subsidiaries own or have valid and enforceable rights to use the Business Systems. The Company and the Company Subsidiaries have obtained and possess valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that they own or lease or have otherwise provided to their employees and contractors.

(j)            The Company and each of the Company Subsidiaries since January 1, 2018, have complied in all material respects with: (i) all Privacy/Data Security Laws applicable to the Company or a Company Subsidiary, (ii) any applicable privacy policies of the Company and/or the Company Subsidiary, respectively, concerning the Processing of Personal Information, including any privacy policies or disclosures posted to websites or other media maintained or published by the Company or a Company Subsidiary, (iii) all contractual commitments that the Company or any Company Subsidiary has entered into with respect to privacy and/or data security, and (iv) PCI DSS (collectively, the “Data Security Requirements”). The Company does not sell Personal Information (as contemplated by the CCPA). The Company’s and the Company Subsidiaries’ employees receive reasonable training on information security issues to the extent required by Privacy/Data Security Laws. The Company and the Company Subsidiaries take commercially reasonable measures to prevent the introduction of and remove Disabling Devices in the Business Systems and Product components. The Company displays a privacy policy on each website and mobile application owned, controlled or operated by the Company and the Company Subsidiaries, and, to the Company’s knowledge, each such privacy policy incorporates all disclosures to data subjects required by the Data Security Requirements.

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(k)            Since January 1, 2018 to the date of this Agreement, neither the Company nor any of the Company Subsidiaries has: (i) to the Company’s knowledge, experienced any data security breaches, ransomware attacks, unauthorized access or use of any of the Business Systems, or unauthorized access, acquisition, destruction, damage, disclosure, loss, corruption, alteration, or other Processing of any Business Data or Personal Information in the custody or control of the Company, any Company Subsidiary, or any service provider acting on behalf of the Company, or (ii) received notice or become aware through other means of any audits, proceedings or investigations by any Governmental Authority (domestic or foreign) or other person, or received any claims or complaints regarding the collection, dissemination, storage, use, or other Processing of Personal Information, or the violation of any applicable Data Security Requirements. Neither the Company nor any of the Company Subsidiaries has provided or, been legally required to provide, any notice to persons in connection with any unauthorized access, use, or disclosure or other Processing of Personal Information. There have not been any subject access or other individual rights requests made pursuant to the Data Security Requirements.

(l)            The Company and/or one of the Company Subsidiaries (i) exclusively owns and possesses all right, title and interest in and to the Business Data constituting Company-Owned IP free and clear of any restrictions other than those imposed by applicable Privacy/Data Security Laws, and (ii) with respect to Business Data that does not constitute Company-Owned IP, has the right to use, exploit, publish, reproduce, distribute, license, sell, and create derivative works of such 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.

(m)          The Company and the Company Subsidiaries are not subject to any contractual requirements, privacy policies, or other legal obligations, including based on the Transactions, that would prohibit the Surviving Subsidiary Company or such Company Subsidiaries, as applicable, from receiving, using, or otherwise Processing Company IP, Personal Information or other Business Data after the Closing Date, in substantially the same manner in which the Company or such Company Subsidiaries receive and use such Company IP, Personal Information and other Business Data prior to the Closing Date.

(n)            Except as set forth on Section 4.13(n) of the Company Disclosure Schedule, all Personal Information Processed by the Company and any Company Subsidiary has been collected by the Company or the applicable Company Subsidiary directly from the data subjects.

(o)            Except as set forth on Section 4.13(o) of the Company Disclosure Schedule, the Company has: (i) regularly conducted and regularly conducts vulnerability testing, risk assessments, and external audits of, and tracks security incidents related to, the Company’s systems and products (collectively, “Information Security Reviews”); (ii) timely corrected any material exceptions or vulnerabilities identified in such Information Security Reviews; (iii) made available true and accurate copies of all Information Security Reviews; and (iv) timely installed software security patches and other fixes to identified technical information security vulnerabilities.

(p)           Neither the Company nor any Company Subsidiary is, nor has it ever been, a member or promoter of, or a contributor to, any industry standards body or similar standard setting organization that could require or obligate the Company or any Company Subsidiary to grant or offer to any other person any license or right to any Company-Owned IP.

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(q)            In connection with each third-party servicing, outsourcing, processing, or otherwise using Personal Information collected, held, or processed by or on behalf of the Company or any Company Subsidiary, the Company, or the applicable Company Subsidiary, has in accordance with Privacy Laws entered into valid, binding and enforceable written data processing agreements with any such third party to: (i) comply with applicable Privacy/Data Security Laws with respect to Personal Information; (ii) act only in accordance with the instructions of the Company or applicable Company Subsidiary; (iii) take appropriate steps to protect and secure Personal Information from data security incidents; (iv) restrict Processing of Personal Information to those authorized or required under the servicing, outsourcing, processing, or similar arrangement; and (v) certify or guarantee the return or adequate disposal or destruction of Personal Information.

4.14      Taxes.

(a)           The Company and the Company Subsidiaries: (i) have duly filed (taking into account any extension of time within which to file) all material Tax Returns they are required to file as of the date of this Agreement and all such filed Tax Returns are complete and accurate in all material respects; (ii) have paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that they are otherwise obligated to pay, except with respect to current period Taxes that are not yet due and payable or otherwise being contested in good faith and for which adequate reserves in accordance with GAAP have been established in the Financial Statements, 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 them; (iii) with respect to all material Tax Returns filed by or with respect to them, have not waived any statute of limitations with respect to the assessment of any material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency which such waiver or extension remains in effect; and (iv) do not have any deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending, asserted or proposed or threatened in writing.

(b)           Neither the Company nor any Company Subsidiary is a party to, is bound by or has any 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, in each case, other than (i) an agreement, contract, arrangement or commitment entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes, or (ii) an agreement among only the Company and the Company Subsidiaries.

(c)            Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) adjustment under Section 481(a) or Section 482 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) by reason of a change in method of accounting or otherwise prior to the Acquisition Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) executed prior to the Acquisition Closing; (iii) installment sale or open transaction disposition made prior to the Acquisition Closing; (iv) intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) entered into or created prior to the Acquisition Closing; or (v) prepaid amount received prior to the Acquisition Closing outside the ordinary course of business.

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(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 reporting, payment, and withholding of Taxes.

(e)            Neither the Company nor any Company Subsidiary has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or non-U.S. income Tax Return (other than a group of which the Company is the common parent or of which the Company and the Company Subsidiaries are the only members).

(f)            Neither the Company nor any Company Subsidiary has any material liability for the Taxes of any person (other than the Company or any Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, by contract or otherwise (other than, in each case, liabilities for Taxes pursuant to an agreement, contract, arrangement or commitment entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes).

(g)           Neither the Company nor any Company Subsidiary has (i) any request for a material ruling in respect of Taxes pending between the Company or any Company Subsidiary, on the one hand, and any Tax authority, on the other hand or (ii) entered into any closing agreements, private letter rulings, technical advice memoranda or similar agreements with a Taxing authority in respect of material Taxes, in each case, that will be in effect after the Acquisition Closing.

(h)            Neither the Company nor any Company Subsidiary has been either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment, in whole or in part, under Section 355 of the Code in the two years prior to the date of this Agreement.

(i)            Neither the Company nor any Company Subsidiary has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j)            Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing or, to the knowledge of the Company or any Company Subsidiary, has threatened to assert against the Company or any Company Subsidiary any deficiency or claim for material Taxes.

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

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(l)            Neither the Company nor any Company Subsidiary has 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 Section 897(c)(1)(A)(ii) of the Code.

(m)          Neither the Company nor any Company Subsidiary: (i) is a “passive foreign investment company” within the meaning of Section 1297 of the Code, or (ii) has received written notice from a non-U.S. Tax 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.

(n)           Neither the Company nor any Company Subsidiary has received written notice of any claim from a Tax authority in a jurisdiction in which the Company or such Company Subsidiary does not file Tax Returns stating that the Company or such Company Subsidiary is or may be subject to material Taxation in such jurisdiction.

(o)           Section 4.14(o) of the Company Disclosure Schedule sets forth with respect to each Company Subsidiary, (A) the country in which it is organized and (B) its tax classification for U.S. federal income tax purposes.

(p)           As of the date of this Agreement, to the knowledge of the Company, there are no current facts that would reasonably be expected to prevent or impede (i) the Domestication from qualifying as a “reorganization” described in section 368(a)(1)(F) of the Code, (ii) the Initial Merger from qualifying as a “reorganization” within the meaning of 368(a)(1)(F) of the Code or (iii) the Acquisition Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. Neither the Company nor any Company Subsidiary has taken any action, or has any current plan, intention or obligation to take any action, that would reasonably be expected to prevent or impede (i) the Domestication from qualifying as a “reorganization” described in section 368(a)(1)(F) of the Code, (ii) the Initial Merger from qualifying as a “reorganization” within the meaning of 368(a)(1)(F) of the Code or (iii) the Acquisition Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

(q)        Neither the Company nor any Company Subsidiary has deferred, extended or delayed the payment of the employer's share of any “applicable employment taxes” under Section 2302 of the CARES Act. The Company and each Company Subsidiary has properly complied with and duly accounted for all credits received under Sections 7001 through 7005 of the Families First Coronavirus Response Act (Public Law 116-127) and Section 2301 of the CARES Act. Section 4.14(q) of the Company Disclosure Schedule is an accurate and complete listing of any Tax deferrals or Tax credits the Company and each Company Subsidiary has affirmatively applied for, filed for or otherwise claimed pursuant to the CARES Act.

4.15       Environmental Matters. (a) The Company and the Company Subsidiaries are not, and since January 1, 2018, have not been, in violation of applicable Environmental Law, including, to the Company’s knowledge, all material registration, recordkeeping, and other obligations required to generate, hold, trade, and sell Environmental Attributes; (b) to the Company’s knowledge, none of the real properties currently or formerly owned or leased by the Company or any Company Subsidiary (including soils and surface and ground waters) is contaminated with any Hazardous Substance which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws, or which could give rise to a liability of the Company or any Company Subsidiary under Environmental Laws; (c) to the Company’s knowledge, none of the Company or any of the Company Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all material permits, licenses and other authorizations required of the Company and under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Company Subsidiary, and their Products, are in compliance with Environmental Laws and Environmental Permits; and (f) neither the Company nor any Company Subsidiary is the subject of any pending or, to the knowledge of the Company, threatened Action alleging any violation or, or liability under, Environmental Laws, except in each case of the foregoing clauses (a) through (f), as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as whole. The Company has provided all written environmental site assessments, reports, studies or other evaluations in its possession relating to any real properties currently or formerly owned or leased by the Company or any Company Subsidiary.

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4.16        Material Contracts.

(a)           Section 4.16(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement and excluding any Plan listed on Section 4.10(a) of the Company Disclosure Schedule, of each of the following types of currently in effect Contracts to which the Company or any Company Subsidiary is a party or bound (such Contracts as are required to be set forth Section 4.16(a) of the Company Disclosure Schedule, being the “Material Contracts”):

(i)all Contracts with a Material Customer involving aggregate payments to the Company or any Company Subsidiary in excess of $1,000,000 per year;

(ii)all Contracts with a Material Supplier involving aggregate payments to the Company or any Company Subsidiary in excess of $500,000 per year;

(iii)all Contracts evidencing indebtedness for borrowed money and any pledge agreements, security agreements or other collateral agreements pursuant to which the Company or any Company Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Company Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person, in each case, involving an amount (including the amount of any undrawn but available commitments thereunder) greater than $500,000;

(iv)all co-broker, partnership, joint venture, strategic alliance, profit sharing, funding, or similar Contracts;

(v)all Contracts with any Governmental Authority that involve payments by the Company or any Company Subsidiaries in excess of $500,000, in the aggregate, over any 12-month period;

(vi)all Contracts that materially limit the ability of the Company or any Company Subsidiary to compete 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;

(vii)all Contracts that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective business;

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(viii)all leases or master leases of personal property with annual payments of $500,000 or more in a 12-month period;

(ix)all Contracts that involve the license or grant of rights by the Company or any Company Subsidiary to a third party of material Company-Owned IP other than (A) agreements with contractors of the Company or any Company Subsidiary to use Company-Owned IP to the extent necessary for such contractor’s performance of services for the Company or any Company Subsidiary, (B) non-exclusive licenses granted to Company’s customers in the ordinary course, (C) non-disclosure agreements entered into in the ordinary course, or (D) non-exclusive licenses that are merely incidental to the transaction contemplated in such license, including contracts that include an incidental license to use the trademarks of the Company for marketing or advertising purposes;

(x)all Contracts under which the Company or any Company Subsidiary has agreed to purchase goods or services from a vendor, Supplier or other person on a preferred supplier, or grant to any Person the right to purchase goods or services from the Company or any Company Subsidiary on, a “most favored supplier” basis;

(xi)all Contracts that relate to the direct or indirect acquisition of any person or business or the disposition of any material assets of the Company or any Company Subsidiary (whether by merger, sale of stock, sale of assets or otherwise) in the last 12 months, in each case, involving payments of $500,000 or more, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing;

(xii)all Contracts for a Company Interested Party Transaction; and

(xiii)all Contracts involving any resolution or settlement of any actual or threatened Action which require payment in excess of $500,000 or impose continuing obligations on the Company or any Company Subsidiary, including injunctive or other non-monetary relief.

(b)           (i)  each Material Contract is a legal, valid and binding obligation of the Company or the Company Subsidiaries (as applicable) and, to the knowledge of the Company, the other parties thereto, subject to the Remedies Exceptions, 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 notice or claim of any such breach, violation or default under any such Material Contract, in each case of the foregoing Section 4.16(b)(i) through (iii), except for any such conflicts, breaches, defaults or other occurrences which would not be expected to result in a Company Material Adverse Effect. The Company has made available to SPAC true and complete copies of all Material Contracts, including any amendments thereto that are material in nature.

4.17        Customers and Suppliers. Section 4.17 of the Company Disclosure Schedule sets forth (i) the top ten (10) customers of the Company for the 12-month period ended December 31, 2020 (based upon aggregate consideration paid to the Company for goods or services rendered since December 31, 2020) (collectively, the “Material Customers”), and (ii) the top ten (10) suppliers of the Company for the 12-month period ended December 31, 2020 (based upon the aggregate consideration paid by the Company for goods or services rendered for the 12-month period ended December 31, 2020) (collectively, the “Material Suppliers”). The Company has not received written notice that, any Material Customer or Material Supplier will discontinue or materially alter its relationship with the Company.

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4.18        Insurance.

(a)           Section 4.18(a) of the Company Disclosure Schedule sets forth with respect to each material insurance policy under which the Company or any Company Subsidiary is an insured(i) the names of the insurer and the principal insured, (ii) the policy number and the policy type, (iii) the period and limits of coverage and (iv) the premium most recently charged.

(b)           With respect to each such insurance policy, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as whole: (i) the 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; (ii) neither the Company nor any Company Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or material and adverse modification, under the policy, nor has there been any failure to give notice of or present any claim under such policies in a due and timely fashion; (iii) to the knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation; (iv) all deductible or self-insured retention amounts, as applicable, are commercially reasonable and (v) neither the Company nor any of the Company Subsidiaries has received any disclaimer of coverage, other than reservation rights notices received in the ordinary course of business.

(c)           The Company maintains, and has maintained, since January 1, 2019, insurance policies and coverage in such amounts and against such risk (i) as is sufficient for compliance with all material contracts to which the Company or any Company Subsidiary is a party or by which it is bound, and (ii) as is sufficient for compliance with all applicable Laws.

4.19        Board Approval; Vote Required.

(a)           The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (i) determined that this Agreement and the Transactions (including the Mergers) are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted this Agreement and the Transactions (including the Mergers) and declared their advisability, and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Transactions (including the Mergers) and directed that this Agreement and the Transactions (including the Mergers) be submitted for consideration by the Company’s stockholders. The Requisite Company Stockholder Approval is the only vote of the holders of any class or series of capital stock or other Equity Securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered by stockholders of the Company holding sufficient shares of capital stock of the Company to deliver the Requisite Company Stockholder Approval, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

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(b)           The Holdings Board, 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 Initial Merger are fair to, and in the best interests of, Holdings and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Initial Merger, the NEA Private Placement and the Sponsor Private Placement) and declared their advisability, and (iii) recommended that the sole stockholder of Holdings approve and adopt this Agreement and approve the Transactions (including the Initial Merger, the NEA Private Placement and the Sponsor Private Placement) and directed that this Agreement and the Transactions (including the Initial Merger, the NEA Private Placement and the Sponsor Private Placement) be submitted for consideration by the sole stockholder of Holdings. The only votes of the holders of any class or series of capital stock or membership interests of Holdings that are necessary to approve this Agreement, the Initial Merger and the other Transactions is the affirmative vote of the sole stockholder of Holdings Common Stock.

4.20        Certain Business Practices.

(a)           Since January 1, 2018, none of the Company, any Company Subsidiary, any of their respective directors or officers, or to the Company’s knowledge, employees or agents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (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 provision of any applicable Anti-Corruption Law; or (iii) made any payment in the nature of criminal bribery.

(b)           Since January 1, 2018, none of the Company, any Company Subsidiary, any of their respective directors or officers, or to the Company’s knowledge, employees or agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws.

(c)           There are no, and since January 1, 2018, there have not been, any internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by the Company, any Company Subsidiary, or any of their respective officers, directors, employees, or agents with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws.

4.21        Interested Party Transactions.

(a)           Except for employment relationships, agreements relating to the purchase of the Company’s Equity Securities and/or the payment of cash or equity compensation, benefits and expense reimbursements and advances in the ordinary course of business, no director or executive officer (or equivalent thereof) of the Company or any Company Subsidiary, to the Company’s knowledge, has or has had, directly or indirectly: (i) an economic interest in any Material Customer or Material Supplier, (ii), a beneficial interest in any contract or agreement disclosed in Section 4.16(a) of the Company Disclosure Schedule; or (iii) any contractual arrangement with the Company or any Company Subsidiary, other than indemnity arrangements or directors’ and officers’ liability insurance coverage (each, a “Company Interested Party Transaction”); provided, however, that for clarity, no disclosure shall be required under this Section 4.21 with respect to any matter set forth in the foregoing clauses (i) through (iii) involving any portfolio company of any venture capital, private equity, angel or strategic investor in the Company (except to the extent such disclosure would be required pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.) The Company and the Company Subsidiaries have not, since January 1, 2018, (x) 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 (y) materially modified any term of any such extension or maintenance of credit. To the knowledge of the Company, there are no contracts or legally binding arrangements between the Company or any of the Company Subsidiaries, on the one hand, and any family member of any director or executive officer (or equivalent thereof) of the Company or any of the Company Subsidiaries, on the other hand.

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(b)           Except Contracts with any Service Providers (including employee offer letters), Section 4.21(b) of the Company Disclosure Schedule sets forth a true and complete list of all transactions, contracts, side letters, legally binding arrangements or legally binding understandings between the Company or any Company Subsidiary, on the one hand, and any other person holding capital stock of the Company, on the other hand, which grant or purport to grant any board observer or governance rights (collectively, the “Side Letter Agreements”).

(c)           Effective as of the Acquisition Closing, upon the execution of termination agreements, the Company Voting Agreement, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement and, except as set forth on Section 4.21(c) of the Company Disclosure Schedule, each Side Letter Agreement shall each terminate and shall be of no further force or effect.

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

4.23        Brokers. Except for J.P. Morgan Securities LLC, 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 Holdings. The Company has provided SPAC with a true and complete copy of all contracts, agreements and arrangements including its engagement letter, between the Company and J.P. Morgan Securities LLC, other than those that have expired or terminated and as to which no further services are contemplated thereunder to be provided in the future.

4.24        Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Company Disclosure Schedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(d), each of the Company and Holdings 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, Holdings, their respective 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 or Holdings, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company or Holdings pursuant to Section 8.02(d) of this Agreement, none of the Company, Holdings nor any other person on behalf of the Company or Holdings 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 any such representations or warranties are expressly disclaimed.

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4.25        Company’s Investigation and Reliance. The Company is a sophisticated Person and has made its own independent investigation, review and analysis regarding the SPAC, Merger Sub and the Transactions, which investigation, review and analysis were conducted by the Company together with expert advisors, including legal counsel, that they have engaged for such purpose. The Company and its Representatives have been provided with sufficient access to the Representatives, properties, offices, plants and other facilities, books and records of the SPAC and Merger Sub and other information that they have requested in connection with their investigation of SPAC and Merger Sub and the Transactions. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by SPAC, the Sponsor or any of their respective Representatives, except as expressly set forth in Article V (as modified by the SPAC Disclosure Schedule) or in the corresponding representations and warranties contained in the certificate delivered pursuant to Section 8.03(c). Neither SPAC, the Sponsor nor any of its respective stockholders, securityholders, affiliates or Representatives shall have any liability to the Company, any Company Subsidiary, Holdings or any of their respective stockholders, securityholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to the Company, any Company Subsidiary or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the SPAC pursuant to this Agreement. The Company acknowledges that, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the SPAC pursuant to this Agreement, neither the SPAC, the Sponsor nor any of their respective stockholders, securityholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the SPAC, its stock trading price or otherwise.

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Article V

REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB

Except as set forth in the SPAC SEC Reports or SPAC’s disclosure schedule delivered by SPAC in connection with this Agreement (the “SPAC Disclosure Schedule”) (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements) (it being acknowledged that nothing disclosed in such a SPAC SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 5.01 (Corporate Organization), Section 5.03 (Capitalization) and Section 5.04 (Authority Relative to This Agreement)), SPAC hereby represents and warrants to the Company and Holdings as follows:

5.01        Corporate Organization.

(a)           Except to the extent expressly contemplated by the Transactions, each of SPAC and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation 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. Except to the extent expressly contemplated by the Transactions, each of SPAC and Merger Sub is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

(b)           Merger Sub is the only Subsidiary of SPAC. Except for Merger Sub, SPAC does not directly or indirectly own any Equity Securities in any other Person.

5.02        Organizational Documents. As of the date hereof, each of SPAC and Merger Sub has furnished to the Company complete and correct copies of the SPAC Organizational Documents and the Merger Sub Organizational Documents. Except to the extent expressly contemplated by the Transactions, the SPAC Organizational Documents and the Merger Sub Organizational Documents are in full force and effect. Neither SPAC nor Merger Sub is in violation of any of the provisions of the SPAC Organizational Documents and the Merger Sub Organizational Documents.

5.03        Capitalization.

(a)           As of the date of this Agreement, the authorized share capital of SPAC consists of (i) 479,000,000 SPAC Class A Ordinary Shares, (ii) 20,000,000 SPAC Founders Shares and (iii) 1,000,000 preference shares, par value $0.0001 per share (“SPAC Preferred Stock”). As of the date of this Agreement (iv)  30,000,000 SPAC Class A Ordinary Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (v) 8,625,000 SPAC Founders Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (vi) no SPAC Class A Ordinary Shares or SPAC Founders Shares are held in the treasury of SPAC, (vii) 6,100,000 SPAC Warrants are issued and outstanding, and (viii) 13,000,000 SPAC Class A Ordinary Shares are reserved for future issuance pursuant to the SPAC Warrants. As of the date of this Agreement, there are no shares of SPAC Preferred Stock issued and outstanding. Prior to the Initial Merger, each SPAC Warrant is exercisable for one SPAC Class A Ordinary Share at an exercise price of $11.50, subject to the terms of such SPAC Warrant and the SPAC Warrant Agreement.

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(b)           As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share (the “Merger Sub Common Stock”). As of the date hereof, 1,000 shares of Merger Sub Common Stock are issued and outstanding. All outstanding shares of Merger Sub Common Stock have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by SPAC free and clear of all Liens, other than transfer restrictions under applicable securities laws and the Merger Sub Organizational Documents.

(c)           All outstanding SPAC Class A Ordinary Shares, SPAC Founders Shares and SPAC Warrants have been issued and granted in compliance in all material respects with all applicable securities laws and other applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the SPAC Organizational Documents.

(d)           Except for NEA Forward Purchase Agreement, the Amended and Restated Forward Purchase Agreement, this Agreement, the SPAC Warrants (including any SPAC Warrants issued as repayment for any loan from the Sponsor or an affiliate thereof or certain of SPAC’s officers and directors to finance SPAC’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions) and the SPAC Founders Shares, SPAC has not issued any Equity Securities of SPAC. All shares of Surviving Corporation Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Neither SPAC nor any Subsidiary of SPAC is a party to, or otherwise bound by, and neither SPAC nor any Subsidiary of SPAC has granted, any equity appreciation rights, participations, phantom equity or similar rights. Except for the Sponsor Support Agreement, SPAC is not a party to any voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of SPAC Class A Ordinary Shares (or, following the Initial Merger, shares of Surviving Corporation Common Stock) or any of the Equity Securities of SPAC or any of its Subsidiaries. Except with respect to the Redemption Rights and the SPAC Warrants and pursuant to the Sponsor Support Agreement, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Class A Ordinary Shares (or, following the Initial Merger, shares of Surviving Corporation Common Stock). There are no outstanding contractual obligations of SPAC to make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

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5.04        Authority Relative to This Agreement. Each of SPAC and Merger Sub have all necessary corporate or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by each of SPAC and Merger Sub and the consummation by each of SPAC 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 SPAC and Merger Sub are necessary to authorize this Agreement or to consummate the Transactions, other than (a) with respect to the Initial Merger, the approval of the holders of two thirds of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the SPAC Shareholders’ Meeting and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL and the Companies Act and (b) with respect to the other Transactions, the approval of the holders of a majority of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the SPAC Shareholders’ Meeting. This Agreement has been duly and validly executed and delivered by SPAC and Merger Sub and constitutes a legal, valid and binding obligation of SPAC and Merger Sub, enforceable against SPAC and Merger Sub in accordance with its terms subject to the Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the SPAC Organizational Documents shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions.

5.05        No Conflict; Required Filings and Consents.

(a)           The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance of this Agreement by each of SPAC and Merger Sub will not, (i) conflict with or violate the SPAC Organizational Documents or the Merger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05(b) have been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any Law applicable to each of SPAC and Merger Sub or by which any of their properties or assets are 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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of each of SPAC and Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC and Merger Sub is a party or by which each of SPAC or Merger Sub or any of their properties or assets are bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

(b)           The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance of this Agreement by each of SPAC and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover laws, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the DGCL and the Companies Act 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 SPAC or Merger Sub from performing its material obligations under this Agreement.

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5.06        Compliance. Neither SPAC nor Merger Sub is or has been in conflict with, or in default, breach or violation of, (a) any Law applicable to SPAC or Merger Sub or by which any property or asset of SPAC 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 SPAC or Merger Sub is a party or by which SPAC or Merger Sub or any property or asset of SPAC or Merger Sub is bound, except, in each case, for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a SPAC Material Adverse Effect. Each of SPAC and Merger Sub 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 or Merger Sub to own, lease and operate its properties or to carry on its business as it is now being conducted.

5.07        SEC Filings; Financial Statements; Sarbanes-Oxley.

(a)           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 February 4, 2021, together with any amendments, restatements or supplements thereto (collectively, the “SPAC SEC Reports”). SPAC has hereto 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 in all material respects with the applicable requirements of 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 to make the statements therein not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of SPAC is in material compliance with the filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

(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 which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). 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.

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(c)           Except as and to the extent set forth in the SPAC SEC Reports, neither SPAC nor Merger Sub has any material 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 and Merger Sub’s business.

(d)           SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

(e)           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, and SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(f)            Neither SPAC (including, to the knowledge of SPAC, any employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any fraud 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 (ii) as of the date hereof, any claim or allegation regarding any of the foregoing.

(g)           As of the date hereof, there are no outstanding 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)           Notwithstanding anything to the contrary in this Section 5.07, no representation or warranty is made in this Agreement as to the accounting treatment of the SPAC Warrants.

5.08        Business Activities; Absence of Certain Changes or Events.

(a)           Since its incorporation, SPAC has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the SPAC Organizational Documents, there is no agreement, commitment or Governmental Order binding upon SPAC or to which SPAC is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of SPAC or any acquisition of property by SPAC or the conduct of business by SPAC as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

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

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(c)           Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Mergers. Except as set forth in the Merger Sub Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon the Merger Sub, or to which the Merger Sub, is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by Merger Sub or the conduct of business by Merger Sub as currently conducted or as contemplated to be conducted as of the Acquisition Closing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

(d)           Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.

(e)           Merger Sub was formed solely for the purpose of effecting the Mergers and has no, and at all times prior to the Acquisition Merger Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions.

(f)            Since February 4, 2021 there has not been a SPAC Material Adverse Effect that is continuing.

5.09        Absence of Litigation. (a) As of the date of this Agreement, 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, and (b) as of the Acquisition Closing, 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 that would reasonably be expected to have a SPAC Material Adverse Effect. 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.

5.10        Board Approval; Vote Required.

(a)           The SPAC Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions (including the Domestication and the Mergers) are fair to and in the best interests of SPAC, (ii) approved and adopted this Agreement and the Transactions (including the Domestication, the Mergers, the NEA Private Placement and the Sponsor Private Placement) and declared their advisability, (iii) recommended that the shareholders of SPAC approve and adopt this Agreement and approve the Transactions (including the Domestication, the Mergers, the NEA Private Placement and the Sponsor Private Placement), and directed that this Agreement and the Transactions (including the Domestication, the Mergers, the NEA Private Placement and the Sponsor Private Placement), be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting.

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(b)           The only vote of the holders of any class or series of share capital of SPAC necessary to approve the Domestication is the affirmative vote of the holders of two thirds of the outstanding SPAC Class A Ordinary Shares who, being eligible to do so, attend and vote at the SPAC Shareholders’ Meeting and to approve the other Transactions is the affirmative vote of the holders of a majority of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the SPAC Shareholders’ Meeting.

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

(d)           The only votes of the holders of any class or series of capital stock of Merger Sub that are necessary to approve this Agreement, the Acquisition Merger and the other Transactions are the affirmative vote of the holders of a majority of the outstanding shares of Merger Sub Common Stock.

5.11        No Prior Operations of Merger Sub . Merger Sub was formed solely for the purpose of engaging in Transactions and has not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than as contemplated by this Agreement.

5.12        Brokers. Except for UBS Securities LLC, 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 or Merger Sub. SPAC has provided the Company with a true and complete copy of all contracts, agreements and arrangements, including its engagement letters, with UBS Securities LLC, other than those that have expired or terminated and as to which no further services are contemplated thereunder to be provided in the future.

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5.13        SPAC Trust Fund. As of the date of this Agreement, SPAC has no less than $345,000,000 in the trust fund established by SPAC for the benefit of its public shareholders (the “Trust Fund”) (including, if applicable, an aggregate of approximately $12,075,000 of deferred underwriting discounts and commissions being held in the Trust Fund) maintained in a trust account at J.P. Morgan Chase Bank, N.A. (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 Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of February 4, 2021, 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 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 agreements or understandings (whether written or unwritten, express or implied): (i) 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 (ii) that would entitle any person (other than shareholders of SPAC who shall have elected to redeem their Surviving Corporation Common Stock pursuant to the SPAC Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account may be released except: (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) upon the exercise of Redemption Rights in accordance with the provisions of the SPAC Organizational Documents. To SPAC’s knowledge, as of the date of this Agreement, following the Acquisition Merger Effective Time, no shareholder of SPAC shall be entitled to receive any amount from the Trust Account except to the extent such shareholder is exercising its Redemption Rights. There are no Actions pending or, to the knowledge of SPAC, threatened in writing with respect to the Trust Account. Upon consummation of the Mergers 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 Acquisition Merger Effective Time shall be paid as and when due, including all amounts payable (i) to shareholders of SPAC who shall have exercised their Redemption Rights, (ii) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (iii) to the Trustee for fees and costs incurred in accordance with the Trust Agreement, and (iv) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its efforts to effect the Mergers. As of the date hereof, 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 Acquisition Merger Effective Time.

5.14        Employees. SPAC and Merger Sub each have no (and have not at any point had any) employees on their payroll, and have not retained any contractors, other than consultants and advisors in the ordinary course of business. SPAC has no unsatisfied material liability with respect to any officer or director. SPAC and Merger Sub have never and do not currently maintain, sponsor, or contribute to any Employee Benefit Plan. Neither the execution and delivery of this Agreement nor the consummation of the Transactions contemplated hereunder (either alone or upon the occurrence of any additional or subsequent events or the passage of time) will (i) cause any compensatory payment or benefit, including any retention, bonus, fee, distribution, remuneration, or other compensation payable to any person who is or has been an employee of or independent contractor to SPAC (other than fees paid to consultants, advisors, placement agents or underwriters engaged by SPAC in connection with its initial public offering or this Agreement and the Transactions) to increase or become due to any such person or (ii) result in forgiveness of indebtedness with respect to any employee of SPAC.

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5.15        Taxes.

(a)            SPAC and Merger Sub: (i) have duly filed (taking into account any extension of time within which to file) all material Tax Returns they are required to file as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) have paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that they are otherwise obligated to pay, except with respect to current period Taxes that are not yet due and payable or otherwise being contested in good faith and for which adequate reserves in accordance with GAAP have been established in the financial statements contained in the SPAC SEC Reports, 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 them; (iii) with respect to all material Tax Returns filed by or with respect to them, have not waived any statute of limitations with respect to the assessment of any material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency which such waiver or extension remains in effect; and (iv) do not have any deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending, asserted or proposed or threatened in writing.

(b)           Neither SPAC, Merger Sub nor Merger Sub is a party to, is bound by or has any 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, in each case, other than an agreement, contract, arrangement or commitment entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes. SPAC has not entered into any Tax sharing agreement or arrangement with Sponsor or any direct or indirect owner of Sponsor.

(c)           Neither SPAC nor Merger Sub will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) adjustment under Section 481(a) or Section 482 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) by reason of a change in method of accounting or otherwise prior to the Acquisition Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) executed prior to the Acquisition Closing; (iii) installment sale or open transaction disposition made prior to the Acquisition Closing; (iv) intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) entered into or created prior to the Acquisition Closing; or (v) prepaid amount received prior to the Acquisition Closing outside the ordinary course of business.

(d)           Each of SPAC and Merger Sub 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 reporting, payment, and withholding of Taxes.

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(e)           Neither SPAC nor Merger Sub has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or non-U.S. income Tax Return (other than a group of which SPAC is the common parent).

(f)            Neither SPAC nor Merger Sub has any material liability for the Taxes of any person (other than SPAC or Merger Sub) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, by contract or otherwise (other than, in each case, liabilities for Taxes pursuant to an agreement, contract, arrangement or commitment entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes).

(g)           Neither SPAC nor Merger Sub has (i) any request for a material ruling in respect of Taxes pending between SPAC or Merger Sub, on the one hand, and any Tax authority, on the other hand or (ii) entered into any closing agreements, private letter rulings, technical advice memoranda or similar agreements with a Taxing authority in respect of material Taxes, in each case, that will be in effect after the Acquisition Closing.

(h)           Neither SPAC nor Merger Sub has been either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment, in whole or in part, under Section 355 of the Code in the two years prior to the date of this Agreement.

(i)             Neither SPAC nor Merger Sub has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j)             Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing or, to the knowledge of SPAC, has threatened to assert against SPAC or Merger Sub any deficiency or claim for material Taxes.

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

(l)             Neither SPAC nor Merger Sub has 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 Section 897(c)(1)(A)(ii) of the Code.

(m)            Neither SPAC nor Merger Sub has received written notice from a non-U.S. Tax 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.

(n)           Neither SPAC nor Merger Sub has received written notice of any claim from a Tax authority in a jurisdiction in which SPAC or Merger Sub does not file Tax Returns stating that SPAC or Merger Sub (as applicable) is or may be subject to material Taxation in such jurisdiction.

(o)           SPAC has no Subsidiaries (and has not had any Subsidiaries) other than Merger Sub.

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(p)           As of the date hereof, to the knowledge of the SPAC, there are no current facts or circumstances that could reasonably be expected to prevent or impede (i) the Domestication from qualifying as a “reorganization” described in section 368(a)(1)(F) of the Code, (ii) the Initial Merger from qualifying as a “reorganization” within the meaning of 368(a)(1)(F) of the Code or (iii) the Acquisition Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. Neither SPAC nor Merger Sub has taken any action, or has any current plan, intention or obligation to take any action, that could reasonably be expected to prevent or impede (i) the Domestication from qualifying as a “reorganization” described in section 368(a)(1)(F) of the Code, (ii) the Initial Merger from qualifying as a “reorganization” within the meaning of 368(a)(1)(F) of the Code or (iii) the Acquisition Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

5.16        Registration and Listing. As of the date hereof, the issued and outstanding SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the New York Stock Exchange under the symbol “GSQD,” and the issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the New York Stock Exchange under the symbol “GSQD.W.” SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. As of the date hereof, there is no Action pending or, to the knowledge of SPAC, threatened in writing against SPAC by the New York Stock Exchange or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares or SPAC Warrants or terminate the listing of SPAC on the New York Stock Exchange. As of the date hereof, none of SPAC or any of its affiliates has taken any action in an attempt to terminate the registration of the SPAC Class A Ordinary Shares or the SPAC Warrants under the Exchange Act.

5.17        Insurance. Except for directors’ and officers’ liability insurance, SPAC does not maintain any insurance policies.

5.18        Intellectual Property. Neither SPAC nor Merger Sub owns, licenses or otherwise has any right, title or interest in any material Intellectual Property. To the knowledge of SPAC, neither SPAC nor Merger Sub infringes, misappropriates or violates any Intellectual Property of any other person.

5.19        Agreements; Contracts and Commitments.

(a)            Section 5.19 of the SPAC Disclosure Schedule sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SEC) to which SPAC or Merger Sub is party, including contracts by and among SPAC or Merger Sub, on the one hand, and any director, officer, stockholder or affiliate of such parties (the “SPAC Material Contracts”), on the other hand, other than any such SPAC Material Contract that is listed as an exhibit to any SPAC SEC Report.

(b)            Neither SPAC nor, to the knowledge of SPAC, any other party thereto, is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any SPAC Material Contract.

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5.20        Title to Property. Neither SPAC nor Merger Sub owns or leases any real property or personal property. There are no options or other contracts under which SPAC or Merger Sub has a right or obligation to acquire or lease any interest in real property or personal property.

5.21        Investment Company Act. Neither SPAC nor Merger Sub is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

5.22        Private Placements.

(a)        As of the date hereof, (i) SPAC has delivered to the Company true, correct and complete copies of each of (x) the Amended and Restated Forward Purchase Agreement entered into by SPAC with the Sponsor, pursuant to which the Sponsor has committed to purchase up to a maximum of 10,000,000 Sponsor Private Placement Units and (y) the Forward Purchase Agreement entered into by SPAC with NEA, pursuant to which NEA has committed to purchase 1,000,000 NEA Private Placement Units; (ii) to the knowledge of SPAC, with respect to each Forward Purchase Investor, the Forward Purchase Agreement with such Forward Purchase Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended, modified or waived, in any material respect (it being understood that a change of or to one or more entities or individuals with respect to a Forward Purchase Investor shall not be deemed a violation of the foregoing), and no withdrawal, termination, amendment or modification is contemplated by SPAC; (iii) each of the Forward Purchase Agreements is a legal, valid and binding obligation of SPAC and, to the knowledge of SPAC, each Forward Purchase Investor, and neither the execution nor delivery by SPAC thereto nor the performance of SPAC’s obligations under any such Forward Purchase Agreement violates any Laws; (iv) there are no other agreements, side letters, or arrangements between SPAC and any Forward Purchase Investor relating to any Forward Purchase Agreement that would affect the obligation of such Forward Purchase Investor to purchase the application portion of the Private Placement Units, and SPAC does not know of any facts or circumstances that would result in any of the conditions set forth in any Forward Purchase Agreement not being satisfied, or the Forward Purchase Price (as defined in the applicable Forward Purchase Agreement) not being available to SPAC, on the Closing Date; and (v) no event has occurred that, with or without notice, lapse of time or both, would constitute a material default or breach on the part of SPAC under any term or condition of any Forward Purchase Agreement and SPAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Forward Purchase Agreement.

(b)           No fees, consideration (other than Surviving Corporation Common Stock issued in connection with the Private Placement Units) or other discounts are payable or have been agreed by SPAC (including, from and after the Acquisition Closing, the Company and Merger Sub) to any Forward Purchase Investor in respect of its portion of the Private Placement Units.

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5.23        SPAC’s and Merger Sub’s Investigation and Reliance. Each of SPAC and Merger Sub is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and analysis were conducted by SPAC and Merger Sub together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC, Merger Sub, and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company and the Company Subsidiaries and the Transactions. Neither SPAC nor Merger Sub is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule) or in the corresponding representations and warranties contained in the certificate delivered pursuant to Section 8.02(d). Neither the Company nor any of its respective stockholders, affiliates or Representatives shall have any liability to SPAC, Merger Sub, or any of their respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC, Merger Sub or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement. SPAC and Merger Sub acknowledge that, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any of its stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and/or any Company Subsidiary.

5.24        Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article V (as modified by the SPAC Disclosure Schedule) or in the corresponding representations and warranties contained in the certificate delivered by SPAC and Merger Sub pursuant to Section 8.03(c), each of SPAC and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to SPAC, Merger Sub, their respective 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 the Company, Holdings, any of their respective affiliates or any of their respective Representatives by, or on behalf of, SPAC and Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the Company or Holdings pursuant to Section 8.03(c) of this Agreement, none of SPAC, Merger Sub nor any other person on behalf of SPAC or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, Holdings, any of their respective 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 SPAC or Merger Sub (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 the Company, Holdings, any of their respective affiliates or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed.

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Article VI

CONDUCT OF BUSINESS PENDING THE MERGERS

6.01        Conduct of Business by the Company Pending the Mergers.

(a)           The Company agrees that, between the date of this Agreement and the Acquisition Merger Effective Time or the earlier termination of this Agreement, except as (x) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (y) set forth in Section 6.01 of the Company Disclosure Schedule, or (z) required by applicable Law, unless SPAC shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed):

(i)the Company shall use reasonable best efforts, and shall cause the Company Subsidiaries to use reasonable best efforts to, conduct their business in the ordinary course of business (taking into account recent past practice in light of COVID-19, including COVID-19 Measures by the Company taken prior to the date hereof); and

(ii)the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of the current officers, key employees and other key Service Providers of the Company and the Company Subsidiaries and to preserve, in all material respects, 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, except as the Company deems reasonably prudent in the conduct of its and the Company’s Subsidiaries’ business (on a consolidated basis).

(b)          By way of amplification and not limitation, except as (x) expressly contemplated by any other provision of this Agreement, including any subclause of this Section 6.01(b), or any Ancillary Agreement, (y) set forth in Section 6.01 of the Company Disclosure Schedule, and (z) required by applicable Law (including COVID-19 Measures), the Company shall not, and shall cause each Company Subsidiary not to, between the date of this Agreement and the Acquisition Merger Effective Time 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, conditioned or delayed):

(i)amend or otherwise change the certificate of incorporation, bylaws or other organizational documents of the Company or Holdings;

(ii)adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or Holdings (other than the Conversion and the Mergers);

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(iii)issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance, directly or indirectly, of, (A) any Equity Securities of SPAC, Holdings, any Subsidiary of SPAC or Holdings, the Company or any Company Subsidiary, provided that (1) the exercise or settlement of any Company Options, Company RSU Awards or Company Warrants in effect on the date of this Agreement, (2) the issuance of shares of Company Common Stock (or other class of equity security of the Company, as applicable) pursuant to the terms of the Company Preferred Stock and the Company Warrants, in each case, in effect on the date of this Agreement and (3) the issuance of equity compensation covering, in the aggregate, no more than 2,000,000 shares of Company Common Stock (net of forfeitures, cancellations, terminations and the like) pursuant to the 2014 Equity Incentive Plan and/or 2019 Equity Incentive Plan and the exercise or settlement of such equity, in each case, shall not require the consent of SPAC; or (B) any material assets of the Company or any Company Subsidiary, except for (1) dispositions of obsolete or worthless property or property that is no longer used or useful in the business of the Company and its Subsidiaries and (2) transactions solely among the Company and the Company Subsidiaries or solely among the Company Subsidiaries, (3) the sale or provision of goods or services to customers in the ordinary course of business, (4) Permitted Liens, (5) the use of cash or cash equivalents and conversions of cash equivalents into cash or other cash equivalents, in each case, in a manner not prohibited herein, (6) the leasing or subleasing of assets in the ordinary course of business, (7) any involuntary loss, damage or destruction of property, so long as the fair market value of such property is less than $1,000,000 in the aggregate in any fiscal year, (8) dispositions of equipment or real property for fair market value to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property, (9) the sale or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof, in an amount not to exceed $250,000 in any year, (10) abandonment, cancellation or disposition of any Intellectual Property which, in the Company’s reasonable business judgment is no longer material in the conduct of the business, taken as a whole, and (11) other dispositions of property for fair market value in a single transaction or a series of related transactions with an aggregate value not to exceed $1,000,000 in the aggregate in any fiscal year;

(iv)acquire any Equity Securities in, or enter into a joint venture with, any other entity (excluding, for the avoidance of doubt, any wholly owned Company Subsidiary);

(v)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 any dividends or other distributions from any wholly owned Company Subsidiary to the Company or any other wholly owned Company Subsidiary;

(vi)reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than (i) acquisitions of any such capital stock or other Equity Securities of the Company in connection with the forfeiture or cancellation of such interests or the exercise of Company Options or warrants or settlement of Company RSU Awards and (ii) transactions between the Company or Holdings and a wholly-owned Subsidiary of the Company or Holdings or between wholly-owned Subsidiaries of the Company or Holdings;

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(vii)(A) acquire (including by merger, consolidation, or acquisition of stock or substantially all of the assets or any other business combination) any corporation, partnership, other business organization or any division thereof for consideration in excess of $1,000,000 individually or $2,000,000 in the aggregate; or (B) incur any indebtedness for borrowed money having a principal or stated amount in excess of $1,000,000 or issue any debt securities or assume, guarantee or endorse the obligations of any person, or intentionally grant any security interest in any of its assets, except for (i) advances, loans or other incurrence of indebtedness of any kind owed or otherwise permitted under the MidCap Credit Agreement or the Note Purchase Agreement, (ii) other indebtedness of the Company or the Company Subsidiaries not to exceed $1,000,000, or (iii) any such indebtedness among the Company and any wholly-owned Company Subsidiary or among wholly-owned Company Subsidiaries;

(viii)make any loans, advances or capital contributions to, or investments in, any other person (including to any of its officers, directors, agents or consultants), in each case, in excess of $1,000,000, individually or in the aggregate, make any material adverse change in its existing borrowing or lending arrangements for or on behalf of such persons, except (A) advances to employees or officers of the Company or any Company Subsidiaries in the ordinary course of business, (B) prepayments and deposits paid to suppliers of the Company or any Company Subsidiary in the ordinary course of business, and (C) trade credit extended to customers of the Company or any Company Subsidiary in the ordinary course of business;

(ix)make any material capital expenditures (or commit to making any capital expenditures) in excess of $1,000,000, individually or in the aggregate, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with the Company’s annual capital expenditure budget for periods following the date of this Agreement, made available to SPAC;

(x)acquire any fee interest in real property;

(xi)except as required by applicable Law or the terms of any existing Plans as in effect on the date hereof, (A) grant any material increase in the compensation, incentives or benefits paid, payable, or to become payable to any current or former Service Provider, except for increases in salary or hourly wage rates made in the ordinary course of business to any such Service Provider below the level of executive officers (and any corresponding related bonus opportunity increases); (B) enter into any new, or materially amend any existing, retention, employment, employee incentive, severance, change in control or termination agreement with any current or former Service Provider (other than employment offer letters entered into in the ordinary course of business); (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former Service Provider or holder of Company Options or Company RSU Awards; or (D) establish or become obligated under any collective bargaining agreement, collective agreement, or other contract or agreement with a labor union, trade union, works council, or other representative of Company employees;; except that, in each case and without limiting the generality of the foregoing subclauses (A)–(D), the Company may (1) take action as required under any Plan or other employment or consulting agreement (or offer letter) in effect on the date of this Agreement, (2) change the title of its employees in the ordinary course of business and (3) make annual or quarterly bonus or commission payments in the ordinary course of business and in accordance with the bonus or commission plans applicable to employees with an annual base salary below $200,000;

(xii)make any material change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as (A) contemplated by this Agreement or the Transactions or (B) required by a concurrent amendment in GAAP or applicable Law;

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(xiii)(A) amend any material Tax Return, (B) change any method of Tax accounting, (C) make, change or rescind any material election relating to Taxes, or (D) settle or compromise any material U.S. federal, state, local or non-U.S. Tax audit, assessment, Tax claim or other controversy relating to Taxes;

(xiv)(A) 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 materially adverse to the Company or any Company Subsidiary, taken as a whole or (B) enter into any contract or agreement that would have been a Material Contract had it been entered into prior to the date of this Agreement, in each case of the foregoing, except in the ordinary course of business or as required by applicable Law;

(xv)knowingly fail to use reasonable best efforts to protect the confidentiality of any material trade secrets constituting Company-Owned IP;

(xvi)permit any material item of Company-Owned 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 material items of Company-Owned IP;

(xvii)waive, release, assign, settle or compromise any Action or threatened Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $1,000,000 individually or $2,000,000 in the aggregate, in each case in excess of insurance proceeds;

(xviii)enter into any material new line of business outside of the business currently conducted by the Company or the Company Subsidiaries as of the date of this Agreement;

(xix)voluntarily fail to maintain or cancel without replacing any coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and any Company Subsidiaries and their assets and properties or change coverage in a manner materially detrimental to the Company and the Company Subsidiaries, taken as a whole, any material insurance policy insuring the business of the Company or any of the Company Subsidiaries;

(xx)fail to use reasonable best efforts to keep current and in full force and effect without replacement, or to comply in all material respects with the requirements of, any Company Permit that is material to the conduct of the business of the Company and the Company Subsidiaries taken as a whole; or

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

Nothing herein shall require the Company to obtain consent from SPAC to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law (including any COVID-19 Measures), and nothing contained in this Section 6.01 shall give to SPAC, directly or indirectly, the right to control the Company or any of the Company Subsidiaries prior to the Closing Date. Prior to the Closing Date, each of SPAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

6.02        Conduct of Business by SPAC and Merger Sub Pending the Mergers. Except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into the NEA Forward Purchase Agreement and the Amended and Restated Forward Purchase Agreement and consummating the NEA Private Placement and the Sponsor Private Placement) and except as required by applicable Law, SPAC agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the Initial Merger Effective Time, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), SPAC shall use reasonable best efforts to, and shall cause Merger Sub to use reasonable best efforts to, conduct their respective businesses in the ordinary course of business. By way of amplification and not limitation, except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into the NEA Forward Purchase Agreement and the Amended and Restated Forward Purchase Agreement and consummating the NEA Private Placement and the Sponsor Private Placement) and as required by applicable Law, neither SPAC nor Merger Sub shall, between the date of this Agreement and the Initial 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, conditioned or delayed):

(a)         amend or otherwise change the SPAC Organizational Documents, the Merger Sub Organizational Documents, or form any Subsidiary of SPAC other than Merger Sub;

(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 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 Class A Ordinary Shares (prior to the Domestication), SPAC Founders Shares, Surviving Corporation Common Stock (following the Domestication) or SPAC Warrants except for redemptions from the Trust Fund and conversion of the SPAC Founders Shares that are required pursuant to the SPAC Organizational Documents;

(d)         issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other Equity Securities of SPAC or Merger Sub, 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 any phantom interest), of SPAC or Merger Sub, except in connection with conversion of the SPAC Founders Shares pursuant to the SPAC Organizational Documents;

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(e)         (i) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or otherwise acquire any securities or material assets from any third party, (ii) enter into any strategic joint ventures, partnerships or alliances with any other person or (iii) make any loan or advance or investment in any third party or initiate the start-up of any new business, non-wholly owned Subsidiary or joint venture;

(f)          incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPAC, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business or except a loan from the Sponsor or an affiliate thereof or certain of SPAC’s officers and directors to finance SPAC’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions incurred in the ordinary course of business;

(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;

(h)        (A) amend any material Tax Return, (B) change any method of Tax accounting, (C) make, change or rescind any material election relating to Taxes, or (D) settle or compromise any material U.S. federal, state, local or non-U.S. Tax audit, assessment, Tax claim or other controversy relating to Taxes;

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

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

(k)         (i) hire any employee or (ii) adopt or enter into any Employee Benefit Plan (including grant or establish any form of compensation or benefits to any current or former employee, officer, director or other individual service provider of SPAC (for the avoidance of doubt, other than consultants, advisors, including legal counsel, or institutional service providers engaged by SPAC)); or

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

Nothing herein shall require SPAC to obtain consent from the Company to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law. Prior to the Closing Date, each of the Company and SPAC shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

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6.03        Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, neither the Company nor any of the Company’s affiliates, securityholders or Representatives has, or shall have at any time prior to the Acquisition Merger Effective Time 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 the Company or any of its affiliates, securityholders or Representatives on the one hand, and SPAC on the other hand, 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 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives on behalf of itself and its affiliates, securityholders and Representatives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against SPAC, Merger Sub, or any other person for legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement) in accordance with the terms of this Agreement and the Trust Agreement so long as such claim would not affect SPAC’s ability to fulfil its obligations under the Trust Agreement, including to effectuate the Redemption Rights. In the event that the Company or any of its affiliates, securityholders or Representatives commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Article VII

ADDITIONAL AGREEMENTS

7.01        No Solicitation.

(a)          From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of this Agreement in accordance with Section 9.01, the Company shall not, and shall cause the Company Subsidiaries not to and shall direct its and their respective Representatives acting on its or their behalf not to, directly or indirectly, (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (w) sale of any material assets of the Company and its Subsidiaries, taken as a whole, except for transactions permitted pursuant to Section 6.01(b)(iii)(B), (x) sale of any Equity Securities of the Company or any Company Subsidiary, except for those sales permitted pursuant to Section 6.01(b)(iii)(A), or (y) merger, joint venture, consolidation, liquidation, dissolution or similar transaction involving the Company and its Subsidiaries, taken as a whole (each, an “Alternative Transaction”), (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Securities of the Company or any of the Company Subsidiaries in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (v) commence, continue, permit or renew any due diligence investigation regarding any Alternative Transaction, or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its controlled affiliates or Representatives to take any such action. The Company shall, and shall cause the Company Subsidiaries to and shall direct its and their respective controlled affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each special purpose acquisition corporation that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all confidential information furnished to such person by or on behalf of the Company prior to the date hereof.

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(b)           From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of this Agreement in accordance with Section 9.01, the Company shall notify SPAC promptly after receipt by the Company, the Company Subsidiaries or any of their respective securityholders or Representatives of any inquiry or proposal with respect to an Alternative Transaction, any inquiry that would reasonably be expected to lead to an Alternative Transaction or any request for information relating to the Company or any of the Company Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of the Company Subsidiaries by any third party, in each case, that is related to or that would reasonably be expected to lead to an Alternative Transaction. In such notice, the Company shall identify the third party making any such inquiry, proposal, indication or request with respect to an Alternative Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. The Company shall keep SPAC informed, on a reasonably current and prompt basis, of the status and material terms of any such inquiry, proposal, indication or request with respect to an Alternative Transaction, including the material terms and conditions thereof any material amendments or proposed amendments.

(c)           If the Company or any of the Company Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time from the date of this Agreement and ending on the earlier of the Closing Date and the valid termination of this Agreement in accordance with Section 9.01, then the Company shall promptly notify such person in writing that the Company is subject to an exclusivity agreement with respect to the Alternative Transaction that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.01 by the Company or any of the Company Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.01 by the Company.

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(d)         From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of this Agreement in accordance with Section 9.01, each of SPAC and Merger Sub shall not, and shall direct their respective Representatives acting on their behalf not to, directly (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or respond to or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any merger, consolidation, or acquisition of stock or assets or any other business combination expressly involving SPAC and any other corporation, partnership or other business organization other than the Company and Company Subsidiaries (a “SPAC Alternative Transaction”), (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any SPAC Alternative Transaction, (iii) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any SPAC Alternative Transaction or any proposal or offer that could reasonably be expected to lead to a SPAC Alternative Transaction, (iv) commence, continue, permit or renew any due diligence investigation regarding any SPAC Alternative Transaction, or (v) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. Each of SPAC and Merger Sub shall, and shall direct their respective affiliates and Representatives acting on their behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any SPAC Alternative Transaction; provided, however, for the avoidance of doubt, nothing in this Section 7.01 shall limit the rights of any Representative or affiliate of SPAC, including Sponsor, or any of its Representatives with respect to any transaction involving any person (other than SPAC) and any corporation, partnership or other business organization (other than the Company), including any business combination involving a special purpose acquisition company (other than SPAC). The Parties agree that any violation of the restrictions set forth in this Section 7.01 by SPAC, Merger Sub or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.01 by SPAC and Merger Sub.

(e)         From the date of this Agreement and ending on the earlier of the Closing Date and the valid termination of this Agreement in accordance with Section 9.01, SPAC shall notify the Company promptly after receipt by SPAC or any of its Representatives of any inquiry or proposal with respect to a SPAC Alternative Transaction, any inquiry that would reasonably be expected to lead to a SPAC Alternative Transaction or any request for information relating to SPAC or for access to the business, properties, assets, personnel, books or records of SPAC by any third party, in each case that is related to an inquiry or proposal with respect to a SPAC Alternative Transaction. In such notice, SPAC shall identify the third party making any such inquiry, proposal, indication or request with respect to a SPAC Alternative Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. SPAC shall keep the Company informed, on a reasonably current and prompt basis, of the status and material terms of any such inquiry, proposal, indication or request with respect to a SPAC Alternative Transaction, including the material terms and conditions thereof any material amendments or proposed amendments.

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(f)          If SPAC or any of its Representatives receives any inquiry or proposal with respect to a SPAC Alternative Transaction at any time from the date of this Agreement and ending on the earlier of the Closing Date and the valid termination of this Agreement in accordance with Section 9.01, then SPAC shall promptly notify such person in writing that SPAC is subject to an exclusivity agreement with respect to the Alternative Transaction that prohibits them from considering such inquiry or proposal.

7.02        Registration Statement; Proxy Statement.

(a)         As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.02, (i) SPAC and Holdings (with the assistance and cooperation of the Company as reasonably requested by SPAC) shall prepare and file with the SEC mutually acceptable materials which shall include a proxy statement / prospectus containing a proxy statement in preliminary form (such initial filing, the “Initial Proxy Statement”, and as amended or supplemented, the “Proxy Statement”) to be filed with the SEC as part of the Registration Statement and sent to the SPAC’s shareholders relating to the meeting of SPAC’s shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”) to be held to consider (A) approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement, including the Domestication, the adoption of the SPAC Delaware Charter and SPAC Delaware Bylaws in the forms attached as Exhibits A and B to this Agreement, and the adoption of the Surviving Corporation Organizational Documents, in the forms attached as Exhibits C and D to this Agreement (with such changes as may be agreed in writing by SPAC and the Company) effective as of the Initial Merger Effective Time and any separate or unbundled proposals as are required to implement the foregoing, (B) approval of the issuance of Surviving Corporation Common Stock as contemplated by this Agreement, the NEA Forward Purchase Agreement and the Amended and Restated Forward Purchase Agreement, (C) approval and adoption of the Omnibus Incentive Plan and the ESPP, (D) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (E) any other proposals the parties deem necessary to effectuate the Mergers and (F) the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (A), (B), (D) and (E) collectively, the “Required SPAC Proposals”), and (ii) the Company, Holdings and SPAC shall jointly prepare and Holdings shall file with the SEC a registration statement on Form S-4 (such initial filing, the “Initial Registration Statement”, and together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the Assumed SPAC Warrants (and the Surviving Corporation Common Stock issuable upon exercise thereof) and the shares of Surviving Corporation Common Stock to be issued or issuable in the Domestication and the Mergers to the shareholders of SPAC as of immediately prior to the Initial Merger Effective Time and the stockholders of the Company pursuant to this Agreement. Each of the Company, Holdings and SPAC shall furnish all information concerning such party as the other party may reasonably request in connection with such actions and the preparation of the Merger Materials. SPAC, the Company and Holdings each shall use their reasonable best efforts to (w) cause the Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Merger Materials, (y) cause the Registration Statement to be declared effective as promptly as practicable and (z) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, SPAC shall take all actions necessary to cause the Merger Materials to be mailed to its shareholders as of the applicable record date as promptly as practicable (and in any event within five (5) Business Days) following the date upon which the Registration Statement becomes effective. Each of the Company, Holdings and SPAC shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the resolution of any comments received from the SEC. In furtherance of the foregoing, each of the Company and SPAC (i) agree to promptly provide Holdings with all information concerning the business, management, operations and financial condition of the Company and SPAC, as applicable, and their respective Subsidiaries, in each case, reasonably requested by Holdings for inclusion in the Merger Materials and (ii) shall cause the officers and employees of the Company or SPAC, as applicable, and their respective Subsidiaries to be reasonably available to Holdings in connection with the drafting of the Merger Materials and to respond in a timely manner to comments on the Merger Materials from the SEC. For purposes of this Agreement, the term “Merger Materials” means the Registration Statement, including the prospectus forming a part thereof, the Proxy Statement, and any amendments thereto.

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(b)          No filing of, or amendment or supplement to the Merger Materials will be made by Holdings or SPAC without the approval of SPAC or the Company, respectively (such approval not to be unreasonably withheld, conditioned or delayed). Holdings will advise SPAC, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, or of the suspension of the qualification of the Surviving Corporation Common Stock to be issued or issuable in the Mergers to the shareholders of SPAC as of immediately prior to the Initial Merger Effective Time and the stockholders of the Company pursuant to this Agreement. Holdings will advise SPAC, promptly after it receives notice thereof, of any request by the SEC for amendment of the Merger Materials or comments thereon and responses thereto or requests by the SEC for additional information and shall, as promptly as practicable after receipt thereof, supply SPAC with copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, or, if not in writing, a description of such communication, with respect to the Merger Materials or the Mergers. No response to any comments from the SEC or the staff of the SEC relating to the Merger Materials will be made by Holdings or SPAC without the prior consent of SPAC or the Company, respectively (such consent not to be unreasonably withheld, conditioned or delayed), and without providing SPAC or the Company, as applicable, a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC.

(a)           SPAC represents that the information supplied by it and each of its respective officers, directors and securityholders for inclusion in the Merger Materials shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Merger Materials are mailed to its shareholders and (iii) the time of the SPAC Shareholders’ Meeting, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, at any time prior to the Acquisition Merger Effective Time, any event or circumstance relating to SPAC, Merger Sub, Holdings, or any of their respective officers, directors or securityholders, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Merger Materials, SPAC shall promptly inform the Company. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

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(b)        The Company and Holdings each represents that the information supplied by it and each of its respective officers, directors and securityholders for inclusion in the Merger Materials shall not, at (i) the time the Registration Statement is declared effective and (ii) the time of the SPAC Shareholders’ Meeting, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, at any time prior to the Acquisition Merger Effective Time, any event or circumstance relating to the Company, Holdings, any Company Subsidiary or any of their respective officers, directors or securityholders, should be discovered by the Company which should be set forth in an amendment or a supplement to the Merger Materials, the Company shall promptly inform SPAC. All documents that the Company and Holdings are responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

(c)         Prior to distributing materials to be provided to the stockholders of the Company in connection with soliciting consent from such Persons to the Transactions, the Company shall provide a draft copy of such materials to SPAC. No materials, including any amendment or supplement thereto, will be provided to the stockholders of the Company in connection with soliciting consent from such Persons to the Transactions without the prior written approval of SPAC (such approval not to be unreasonably withheld, conditioned or delayed).

7.03        Company Stockholder Approval; Holdings Stockholder Approval. The Company shall (i) obtain and deliver to SPAC, the Requisite Company Stockholder Approval, (A) in the form of a written consent attached hereto as Exhibit D (the “Written Consent”) executed by each of the Key Company Stockholders (pursuant to the Stockholder Support Agreement), as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders, and in any event within five (5) Business Days after the Registration Statement is declared effective, and (B) in accordance with the terms and subject to the conditions of the Company’s certificate of incorporation and bylaws and other organizational documents, and (ii) take all other action necessary or advisable to secure the Requisite Company Stockholder Approval and, if applicable, any additional consents or approvals of its stockholders related thereto. Promptly following the execution of this Agreement, the Company shall approve and adopt this Agreement and approve the Initial Merger and the other Transactions as the sole stockholder of Holdings.

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7.04        SPAC Shareholders’ Meeting and Merger Sub Stockholder’s Approval.

(a)         SPAC shall call and hold the SPAC Shareholders’ Meeting as promptly as practicable after the date on which the Registration Statement becomes effective for the purpose of voting solely upon the Required SPAC Proposals, and SPAC shall use its reasonable best efforts to hold the SPAC Shareholders’ Meeting as soon as practicable after the date on which the Registration Statement becomes effective; provided, that SPAC may (or, upon the receipt of a request to do so from the Company, shall) postpone or adjourn the SPAC Shareholders’ Meeting on one or more occasions for up to thirty (30) days in the aggregate (or, if earlier, until the Outside Date) upon the good faith determination by the SPAC Board that such postponement or adjournment is reasonably necessary to solicit additional proxies to obtain approval of the Required SPAC Proposals or otherwise take actions consistent with SPAC’s obligations pursuant to Section 7.09. SPAC shall use its reasonable best efforts to obtain the approval of the Required SPAC Proposals at the SPAC Shareholders’ Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of the Required SPAC Proposals, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders. Subject to Section 7.04(b) and applicable Law, the SPAC Board shall recommend to its shareholders that they approve the Required SPAC Proposals (the “SPAC Recommendation”) and shall include the SPAC Recommendation in the Proxy Statement. Neither the SPAC Board nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or propose to withdraw, modify, amend or qualify publicly) the SPAC Recommendation, or fail to include the SPAC Recommendation in the Proxy Statement; or (ii) approve, recommend or declare advisable (or publicly propose to do so) any SPAC Alternative Transaction.

(b)        Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Required SPAC Proposals, solely in response to a SPAC Intervening Event, the SPAC Board may fail to make, amend, change, withdraw, modify, withhold or qualify the SPAC Recommendation (any such action, a “Change in Recommendation”) if the SPAC Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such SPAC Intervening Event, a failure to make a Change in Recommendation would reasonably be expected to constitute a violation of its fiduciary duties under applicable Law; provided, that the SPAC Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (A) SPAC delivers to the Company a written notice (a “SPAC Intervening Event Notice”) advising the Company that the SPAC Board proposes to take or has taken such action and containing the material facts underlying the SPAC Board’s determination that a SPAC Intervening Event has occurred (it being acknowledged that any SPAC Intervening Event Notice shall not itself constitute a breach of this Agreement), (B) at or after 5:00 p.m., Eastern Time, on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice (such period from the time the SPAC Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice (it being understood that any material development with respect to a SPAC Intervening Event shall require a new notice but with an additional five-Business Day (instead of ten-Business Day) period from the date of such notice), the “SPAC Intervening Event Notice Period”), the Board of Directors of SPAC determines (after consultation with its outside legal counsel) that a failure to make a Change in Recommendation would reasonably be excepted to constitute a violation of its fiduciary duties under applicable Law. Each of the Company and SPAC will, and will use their respective reasonable best efforts to cause their respective Representatives during the SPAC Intervening Event Notice Period, to negotiate in good faith with the other Party and its Representatives to make such adjustments in the terms and conditions of this Agreement and the Transactions so as to obviate the need for a Change in Recommendation.

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(c)        Promptly following the execution of this Agreement, SPAC shall approve and adopt this Agreement and approve the Acquisition Merger and the other Transactions as the sole stockholder of Merger Sub.

7.05        Access to Information; Confidentiality.

(a)         From the date of this Agreement until the Closing Date, the Company and SPAC shall (and shall cause their respective Subsidiaries to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “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; 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 eliminate 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 elimination or contravention), any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company or SPAC, as applicable, and in compliance with all measures implemented by Governmental Authorities in response to COVID-19.

(b)        All information obtained by the parties pursuant to this Section 7.05 shall be kept confidential in accordance with the confidentiality agreement, dated April 2, 2021 (the “Confidentiality Agreement”), between SPAC and the Company.

(c)        Notwithstanding anything in this Agreement to the contrary, each party (and its respective Representatives) may disclose to any persons, without limitation of any kind, the Tax treatment and Tax structure of the Transactions, and all materials (including any Tax analysis) that are provided to such person.

7.06       Incentive Equity Plan; ESPP. Prior to the Closing Date, the following plans shall be adopted, subject to approval of the shareholders of SPAC: (a) a 2021 Incentive Award Plan, substantially in the form, including with respect to share reserves, attached hereto as Exhibit G (the “Omnibus Incentive Plan”); and (b) an employee stock purchase plan, substantially in the form, including with respect to share reserves, attached hereto as Exhibit H (the “ESPP”), in each case to be effective as of the Acquisition Closing or as otherwise set forth in the applicable plan document. On or as soon as reasonably practicable following the Closing Date, the Surviving Corporation shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Surviving Corporation Class A Common Stock issuable under the Omnibus Incentive Plan and the ESPP, and the Surviving Corporation shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Omnibus Incentive Plan and ESPP remain outstanding.

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7.07        Directors’ and Officers’ Indemnification.

(a)            The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in the charter or bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company or any venture capital fund that is or may be deemed to be affiliated with any such director (collectively, the “D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six years from the Closing Date, the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of the Company or any Company Subsidiary (including any such affiliated venture capital fund) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent that the Company would have been permitted under applicable Law, the Company Certificate of Incorporation or the bylaws of the Company, the charter, bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date of this Agreement (as it may be amended) to indemnify or exculpate such person or affiliated venture capital fund entity (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law).

(b)           The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth as of the date hereof in the charter or bylaws of SPAC and Merger Sub, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of SPAC (the “SPAC D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the charter or bylaws of SPAC as of the date hereof relating to indemnification, exculpation, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of the SPAC D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six years from the Closing Date, the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent that SPAC would have been permitted under applicable Law, the SPAC Articles of Association (prior to Domestication), the certificate of incorporation or bylaws of SPAC (after Domestication) or Merger Sub, or any indemnification agreement in effect on the date of this Agreement (as it may be amended) to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law).

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(c)            For a period of six years from the Closing Date, the Surviving Corporation shall maintain in effect directors’ and officers’ liability insurance (“D&O Insurance”) covering those persons and affiliated venture capital fund entities who are currently covered by the Company’s directors’ and officers’ liability insurance policy (true, correct and complete copies of which have been heretofore made available to SPAC or its agents or Representatives) (the “Company D&O Insurance”) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the Surviving Corporation be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company for such insurance policy for the year ended December 31, 2020 (the “Maximum Annual Premium”). If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carrier. Prior to the Closing Date, the Company may purchase a prepaid “tail” policy with respect to the Company D&O Insurance from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carrier, including coverage for the affiliated venture capital fund entities, so long as the aggregate cost for such “tail” policy does not exceed the Maximum Annual Premium. If the Company elects to purchase such a “tail” policy prior to the Closing Date, the Surviving Corporation will maintain such “tail” policy in full force and effect for a period of no less than six years after the Closing Date and continue to honor its obligations thereunder. If the Company is unable to obtain the “tail” policy and the Surviving Corporation is unable to obtain the insurance described in this Section 7.07(c) for an amount less than or equal to the Maximum Annual Premium, the Surviving Corporation will instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Annual Premium.

(d)            Prior to the Closing Date, SPAC may purchase a prepaid “tail” policy (a “SPAC Tail Policy”) with respect to the D&O Insurance covering those persons who are currently covered by SPAC’s directors’ and officers’ liability insurance policies (the “SPAC D&O Insurance”). If SPAC elects to purchase such SPAC Tail Policy prior to the Closing Date, the Surviving Corporation will maintain such SPAC Tail Policy in full force and effect for a period of no less than six years after the Closing Date and continue to honor SPAC’s obligations thereunder.

(e)            With respect to any claims that may be made under the Company D&O Insurance or the SPAC D&O Insurance or any applicable “tail” policies, (i) prior to the Closing Date, SPAC and the Company shall cooperate with the other party as reasonably requested by such other party, and (ii) after the Closing Date, the Surviving Corporation shall cooperate with any person or affiliated venture capital fund entity insured by such policies as reasonably requested by such person or affiliated venture capital fund entity. For the avoidance of doubt, any D&O Insurance intended to cover claims arising out of or pertaining to matters existing or occurring after the Closing Date shall be an expense of the Surviving Corporation following the Acquisition Closing.

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(f)            The provisions of this Section 7.07 (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee and each SPAC D&O Indemnitee, in each case, who is an intended third-party beneficiary of this Section 7.07; and (ii) are in addition to any rights such D&O Indemnitees or SPAC D&O Indemnitees may have under the certificate of incorporation and bylaws of the Surviving Corporation or its Subsidiaries, as the case may be, or under any applicable Contracts (including the indemnification agreements referred to in this Section 7.07) or Laws and not intended to, nor shall be construed or shall release or impair any rights to directors’ and officers’ and other D&O Indemnitees’ insurance claims under any policy that is or has been in existence with respect to SPAC, the Company, the Surviving Corporation or their respective Subsidiaries for any of their respective directors or officers, other employees or other D&O Indemnitees (it being understood and agreed that the indemnification provided for in this Section 7.07 is not prior to or in substitution of any such claims under such policies).

(g)           Notwithstanding anything contained in this Agreement to the contrary, this Section 7.07 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on the Surviving Corporation and all successors and assigns of the Surviving Corporation. In the event the Surviving Corporation or any of its 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 either such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume, at and as of the closing of the applicable transaction referred to in this Section 7.07(g) all of the obligations set forth in this Section 7.07.

(h)            On the Closing Date, the Surviving Corporation shall enter into mutually acceptable indemnification agreements, reasonably satisfactory to each of the Company, SPAC and the indemnified parties therein, including provisions with respect to the inclusion of indemnification rights for such affiliated venture capital funds, with the directors and officers of the Surviving Corporation following the Acquisition Closing, which indemnification agreements shall continue to be effective following the Acquisition Closing. For the avoidance of doubt, the indemnification agreements with the directors and officers of SPAC prior to the Acquisition Closing in effect as of the date of this Agreement (as it may be amended) shall continue to be effective following the Acquisition Closing, and the Surviving Corporation shall continue to honor SPAC’s obligations thereunder. For the avoidance of doubt, the indemnification agreements with and covering the directors and officers and other D&O Indemnitees of the Company prior to the Acquisition Closing in effect as of the date of this Agreement (as it may be amended) shall continue to be effective following the Acquisition Closing, and the Surviving Corporation shall continue to honor the Company’s obligations thereunder.

7.08        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 Acquisition Closing (or the earlier termination of this Agreement in accordance with Article IX), the occurrence, or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article VIII to fail.

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7.09        Further Action; Reasonable Best Efforts.

(a)            Upon the terms and subject to the conditions of this Agreement, each of the parties hereto 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, and each shall cooperate with the other, to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Mergers. In case, at any time after the Acquisition 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, or video or telephone conference, 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 or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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, 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.

(c)            Notwithstanding the generality of the foregoing, SPAC shall use its reasonable best efforts to consummate the Private Placement in accordance with the Forward Purchase Agreements, including using its reasonable best efforts to enforce its rights under the Forward Purchase Agreements to cause the Forward Purchase Investors to pay to (or as directed by) SPAC the applicable purchase price under each Forward Purchase Investor’s applicable Forward Purchase Agreement in accordance with its terms, and the Company shall use its reasonable best efforts to cooperate with SPAC in such efforts. SPAC shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any amendment, supplement or modification to or any waiver (in whole or in part) of any provision or remedy under, or any replacements of, any Forward Purchase Agreement; provided, that that any amendment, supplement, modification or waiver that is ministerial in nature shall not require the prior written consent of the Company.

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7.10        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 New York Stock Exchange, 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 Mergers or any of the other Transactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other Party; provided that no Party shall be required to obtain consent pursuant to this Section 7.10 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 7.10. Furthermore, nothing contained in this Section 7.10 shall prevent SPAC or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other party in accordance with this Section 7.10.

7.11        Stock Exchange Listing. Each of SPAC, the Company and Holdings will use its reasonable best efforts to cause the Surviving Corporation Common Stock to be issued in connection with the Transactions (including the Surviving Corporation Common Stock to be issued in the NEA Private Placement, the Sponsor Private Placement and the Earnout Shares, as applicable) and the Assumed SPAC Warrants (and the Surviving Corporation Common Stock issuable upon exercise thereof) to be approved for listing on the Listing Exchange at the Acquisition Closing. During the period from the date hereof until the Initial Merger Effective Time, SPAC shall use its reasonable best efforts to keep the SPAC Class A Common Stock and SPAC Warrants listed for trading on the Listing Exchange.

7.12        Antitrust.

(a)            To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each Party agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than fifteen (15) Business Days after the date of this Agreement. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable, under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

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(b)            SPAC and the Company each shall, in connection with its efforts to obtain all requisite approvals and expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other reasonably informed of any communication received by such Party from, or given by such Party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit the other to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give the other the opportunity to attend and participate in such in-person, video or telephonic meetings and conferences; (iv) in the event a Party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided, that materials required to be provided pursuant to this Section 7.12(b) may be restricted to outside counsel and may be redacted (vi) to remove references concerning the valuation of the Company, and (vii) as necessary to comply with contractual arrangements.

(c)            No Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority, or the expiration or termination of any waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

7.13        Trust Account; SPAC Operating Account. As of the Acquisition Merger Effective Time, the obligations of SPAC to dissolve or liquidate within a specified time period as contained in the SPAC Articles of Association 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 Mergers or otherwise, and no shareholder of SPAC shall be entitled to receive any amount from the Trust Account. Prior to the Acquisition 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 Acquisition Merger Effective Time to, and the Trustee shall thereupon be obligated to, transfer to SPAC all funds held in the Trust Account after deducting all amounts to be paid pursuant to the exercise of Redemption Rights (to be held as available cash for immediate use on the balance sheet of SPAC, and to be used (a) to pay the Company’s and SPAC’s unpaid transaction expenses in connection with this Agreement and the Transactions in accordance with the terms of this Agreement and (b) thereafter, for working capital and other general corporate purposes of the business following the Acquisition Closing) and thereafter shall cause the Trust Account and the Trust Agreement to terminate. On the Closing Date, the SPAC shall transfer to an account designated by Sponsor any cash remaining in the SPAC’s bank account (other than any cash attributable to the NEA Private Placement, the Sponsor Private Placement or the Trust Account).

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7.14        Tax Matters.

(a)            This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a) with respect to each of (i) the Domestication, (ii) the Initial Merger, and (iii) the Acquisition Merger. Each of SPAC, Holdings, the Surviving Corporation, the Company and the Company Subsidiaries shall (i) use its commercially reasonable efforts to: (A) cause the Domestication to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, (B) cause the Initial Merger to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code to which SPAC and Holdings are parties within the meaning of Section 368(b) of the Code, (C) cause the Acquisition Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which SPAC and the Company are parties within the meaning of Section 368(b) of the Code, and (D) not (and not permit or cause any of their affiliates, Subsidiaries or Representatives to) take any action which to its knowledge could reasonably be expected to materially prevent or impede (I) either of the Domestication or the Initial Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code or (II) the Acquisition Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, in each case, as described above, and (ii) report (A) each of the Domestication and Initial Merger as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (B) the Acquisition Merger as a transaction qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, in each case, as described above unless otherwise required pursuant to applicable law.

(b)            Notwithstanding anything to the contrary herein, if, after the date hereof but prior to the Closing, the SPAC, Holdings, the Surviving Corporation, the Company and the Company Subsidiaries mutually determine (acting reasonably and in good faith) that the Acquisition Merger is not expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the parties to this Agreement shall use commercially reasonable efforts to restructure the transactions contemplated hereby (such restructured transactions, the “Alternative Transaction Structure”) in a manner that is reasonably expected to cause the Alternative Transaction Structure to so qualify, including by adding a merger to take place immediately after the Acquisition Merger whereby the Surviving Corporation in the Acquisition Merger would merge with and into another wholly owned subsidiary of Holdings that is a limited liability company disregarded as separate from Holdings for U.S. federal income tax purposes, with the new wholly owned limited liability company of Holdings being the surviving company in such merger.

(c)            If, in connection with the preparation and filing of the Registration Statement, Proxy Statement or other similar filing, the SEC requires that tax opinions be prepared and submitted in such connection, SPAC and the Company shall deliver, and shall cause each of their respective Subsidiaries to deliver, to Goodwin Procter LLP and Latham & Watkins LLP (or, in each case, other nationally recognized tax counsel described in this Section 7.14(b)), respectively, customary Tax representation letters satisfactory to its tax counsel, dated and executed as of the date the Registration Statement, Proxy Statement or similar filing shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such tax counsel in connection with the preparation and filing of the Registration Statement, Proxy Statement or other similar filing, and, if required, SPAC shall cause Goodwin Procter LLP (or such other nationally recognized tax counsel to SPAC reasonably satisfactory to the Company) to furnish an opinion, subject to customary assumptions and limitations, to the effect that the Tax treatment described in Section 7.14(a) should apply to the Domestication and the Initial Merger and, if required, the Company shall cause Latham & Watkins LLP (or such other nationally recognized tax counsel to the Company reasonably satisfactory to SPAC) to furnish an opinion, subject to customary assumptions and limitations, to the effect that the Tax treatment described in Section 7.14(a) should apply to the Acquisition Merger.

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(d)            All transfer, documentary, sales, use, real property transfer, stamp, registration and other similar Taxes, fees and costs incurred in connection with this Agreement shall be paid by SPAC.

(e)            At least five (5) days prior to the Acquisition Closing, the Company shall deliver to Holdings (and copy thereof to SPAC), in a form reasonably acceptable to SPAC, a properly executed certification that shares of Company Common Stock are not “United States real property interests” in accordance with Treasury Regulation Section 1.1445-2(c)(3), together with a notice to the IRS (which shall be filed by the Surviving Corporation with the IRS at or following the Acquisition Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations.

7.15        Directors. The Company and Holdings shall take all necessary action so that immediately after the Acquisition Merger Effective Time, the board of directors of the Surviving Corporation is comprised of up to seven (7) directors, which shall initially include (a) the director nominees set forth on Schedule C, which shall include at least one director designated by Sponsor who qualifies as “independent” under applicable SEC and stock exchange rules and who is reasonably acceptable to the Company, and (b) up to five additional directors to be designated by the Company prior to the Closing Date.

7.16        SPAC Public Filings. From the date hereof through the Acquisition Closing, SPAC will use commercially reasonable efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

7.17        Litigation.

(a)            In the event that any Action related to this Agreement or the transactions contemplated hereby is brought, or, to the knowledge of SPAC, threatened in writing, against SPAC or the SPAC Board by any of SPAC’s shareholders prior to the Acquisition Closing, SPAC shall promptly notify the Company of any such Action and keep the Company reasonably informed with respect to the status thereof. SPAC shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such Action, shall give due consideration to the Company’s advice with respect to such Action and shall not settle or agree to settle any such Action without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

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(b)            In the event that any Action related to this Agreement or the transactions contemplated hereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or the Board of the Company by any of Company’s shareholders prior to the Acquisition Closing, the Company shall promptly notify SPAC of any such Action and keep the SPAC reasonably informed with respect to the status thereof. The Company shall provide SPAC the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such Action, shall give due consideration to SPAC’s advice with respect to such Action and shall not settle or agree to settle any such Action without the prior written consent of SPAC, such consent not to be unreasonably withheld, conditioned or delayed.

7.18        PCAOB Financial Statements. As promptly as reasonably practicable, but in no event later than seventy five (75) days after the date of this Agreement, the Company shall deliver to SPAC any audited and unaudited consolidated balance sheets of the Company and the Company Subsidiaries and the related audited or unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Company and the Company Subsidiaries as of and for any year-to-date period and as of and for the end of any fiscal quarter and any required pro forma financial statements, in each case, that are required to be included in the Initial Proxy Statement and Initial Registration Statement (collectively, the “PCAOB Financial Statements”). From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of this Agreement in accordance with Section 9.01, the Company shall use reasonable best efforts to promptly deliver to SPAC any unaudited consolidated balance sheets of the Company and the Company Subsidiaries and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Company and the Company Subsidiaries as of and for the end of any fiscal quarter and any required pro forma financial statements, in each case, that are required to be included in the Proxy Statement (other than the Initial Proxy Statement) and Registration Statement (other than the Initial Registration Statement). All such financial statements, together with any audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Company and the Company Subsidiaries that are required to be included in the Proxy Statement or Registration Statement, as applicable, (A) will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (B) in the case of any audited financial statements, will be audited in accordance with the standards of the Public Company Accounting Oversight Board and contain an unqualified report of the Company’s auditor and (C) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

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Article VIII

CONDITIONS TO THE MERGERS

8.01        Conditions to the Obligations of Each Party for the Acquisition Closing. The obligations of the Company, Holdings, SPAC and Merger Sub to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver by each of SPAC and the Company (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:

(a)            Written Consent. The Written Consent, constituting the Requisite Company Stockholder Approval, shall have been delivered to SPAC.

(b)            SPAC Shareholders’ Approval. The Required SPAC Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of SPAC in accordance with the Proxy Statement, the DGCL, the Companies Act, the SPAC Articles of Association, SPAC Delaware Charter, SPAC Delaware Bylaws and the rules and regulations of the New York Stock Exchange.

(c)            No Order. No Governmental Authority shall have enacted, issued or enforced any Governmental Order which is then in effect and has the effect of making the Transactions, including the Mergers, illegal or otherwise prohibiting consummation of the Transactions, including the Mergers.

(d)            HSR. All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the Antitrust Division of the U.S. Department of Justice or the U.S. Federal Trade Commission, as applicable) shall have expired or been terminated.

(e)            Proxy Statement and Registration Statement. Each of the Proxy Statement and the Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Proxy Statement or the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Proxy Statement or the Registration Statement shall have been initiated or be threatened by the SEC.

(f)            Stock Exchange Listing. The shares of Surviving Corporation Common Stock to be issued pursuant to this Agreement (including the Earnout Shares), the NEA Forward Purchase Agreement, the Amended and Restated Forward Purchase Agreement and the Assumed SPAC Warrants (and the Surviving Corporation Common Stock issuable upon exercise thereof) shall have been approved for listing on the Listing Exchange, subject only to official notice of listing thereof.

(g)            SPAC Net Tangible Assets. Either: (i) SPAC shall have at least $5,000,001 of net tangible assets following the exercise of Redemption Rights in accordance with the SPAC Organizational Documents and after giving effect to the NEA Private Placement and the Sponsor Private Placements or (ii) the Surviving Corporation Common Stock to be issued pursuant to this Agreement shall not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act.

(h)            Domestication. The Domestication shall have been completed as provided in Section 2.01 (the “Domestication Condition”).

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(i)            Initial Closing. The Initial Closing shall have been completed as provided in Section 2.03(b).

8.02        Conditions to the Obligations of SPAC and Merger Sub. The obligations of SPAC and Merger Sub to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver by SPAC (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

(a)            Representations and Warranties. The representations and warranties of the Company and Holdings contained in (i) Section 4.01, Section 4.03, Section 4.04 and Section 4.23 shall each be true and correct in all material respects as of the date hereof and the Acquisition Merger Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such specified date), (ii) Section 4.08(b) shall be true and correct in all respects as of the date hereof and the Acquisition Merger Effective Time, and (iii) the other provisions of Article IV shall be true and correct in all respects (without giving effect to any “materiality,” “Company Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the date hereof and the Acquisition Merger Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b)            Agreements and Covenants. The Company and Holdings 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 Acquisition Merger Effective Time; provided, that, for purposes of this Section 8.02(b), the Company or Holdings shall only be deemed to have not 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 Acquisition Merger Effective Time if the Company or Holdings, as applicable, has materially breached such covenant or agreement and failed to cure within five (5) days after written notice of such breach has been delivered to the Company (or if earlier, the Outside Date).

(c)            Registration Rights Agreement. Holdings shall have delivered to SPAC its duly executed counterpart signature page to the Registration Rights Agreement.

(d)            No Material Adverse Effect. Since the date of this Agreement, no Company Material Adverse Effect has occurred.

(e)            Officer Certificate. The Company shall have delivered to SPAC a certificate, dated as of the Closing Date, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Section 8.02(a), Section 8.02(b) and Section 8.02(c).

(f)            Minimum Cash. As of the Acquisition Closing, after consummation of the NEA Private Placement, consummation of the Sponsor Private Placement and after distribution of the Trust Fund pursuant to Section 7.13 and deducting all amounts to be paid pursuant to the exercise of Redemption Rights, SPAC shall have cash on hand equal to or in excess of $150,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with (i) the Transactions, (ii) the NEA Private Placement or (iii) the Sponsor Private Placement).

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8.03        Conditions to the Obligations of the Company and Holdings. The obligations of the Company and Holdings to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver by the Company (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

(a)            Representations and Warranties. The representations and warranties of SPAC and Merger Sub contained in (i) Section 5.01, Section 5.03 (b), Section 5.04 and Section 5.12 shall each be true and correct in all material respects as of the date hereof and the Acquisition Merger Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such specified date), (ii) Section 5.08(f) shall be true and correct in all respects as of the date hereof and the Acquisition Merger Effective Time, (iii) Section 5.03(a) and Section 5.03(d) shall be true and correct in all respects as of the date hereof and the Acquisition Merger Effective Time as though made on and as of such date (except to the extent of any changes that reflect actions permitted in accordance with Section 6.02 and except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than an immaterial additional cost, expense or liability to the Company, Holdings, SPAC, Merger Sub, or their affiliates and (iv) the other provisions of Article V shall be true and correct in all respects (without giving effect to any “materiality,” “SPAC Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the date hereof and the Acquisition Merger Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

(b)            Agreements and Covenants. SPAC and Merger Sub shall have performed or complied in all material respects with all other agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Acquisition Merger Effective Time; provided, that, for purposes of this Section 8.03(b), the SPAC or Merger Sub shall only be deemed to have not performed or complied in all material respects with all other agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Acquisition Merger Effective Time if SPAC or Merger Sub, as applicable, has materially breached such covenant or agreement and failed to cure within five (5) days after written notice of such breach has been delivered to SPAC (or if earlier, the Outside Date).

(c)            Officer Certificate. SPAC shall have delivered to the Company a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).

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(d)            Minimum Cash. As of the Acquisition Closing, after consummation of the NEA Private Placement, consummation of the Sponsor Private Placement and after distribution of the Trust Fund pursuant to Section 7.13 and deducting all amounts to be paid pursuant to the exercise of Redemption Rights, SPAC shall have cash on hand equal to or in excess of $200,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with (i) the Transactions, (ii) the NEA Private Placement or (iii) the Sponsor Private Placement).

Article IX

TERMINATION, AMENDMENT AND WAIVER

9.01        Termination. This Agreement may be terminated, and the Mergers and the other Transactions may be abandoned at any time prior to the Acquisition 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 Acquisition Merger Effective Time shall not have occurred prior to May 3, 2022 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 9.01(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 proximate cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date;

(c)            by either SPAC or the Company if any Governmental Order has become final and nonappealable and has the effect of making consummation of the Transactions, including the Mergers, illegal or otherwise preventing or prohibiting consummation of the Transactions, the Mergers;

(d)            by the Company if any of the Required SPAC Proposals shall fail to receive the requisite vote for approval at the SPAC Shareholders’ Meeting (subject to any adjournment, postponement or recess of such meeting);

(e)            by SPAC upon a breach of any representation, warranty, covenant or agreement on the part of the Company or Holdings set forth in this Agreement, or if any representation or warranty of the Company or Holdings shall have become untrue, in either case such that the conditions set forth in Sections 8.02(a) or 8.02(b) would not be satisfied (“Terminating Company Breach”); provided, that SPAC has not waived such Terminating Company Breach expressly in writing and SPAC and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in this Agreement and such material breach is the proximate cause of the failure of the condition set forth in Sections 8.02(a) or 8.02(b); provided, further, that, if such Terminating Company Breach is curable by the Company and Holdings prior to the Outside Date, SPAC may not terminate this Agreement under this Section 9.01(e) for so long as the Company and Holdings continue to exercise their best efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by SPAC to the Company;

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(f)            by the Company upon a breach of any representation, warranty, covenant or agreement on the part of SPAC or Merger Sub set forth in this Agreement, or if any representation or warranty of SPAC or Merger Sub shall have become untrue, in either case such that the conditions set forth in Sections 8.03(a) or 8.03(b) would not be satisfied (“Terminating SPAC Breach”); provided, that the Company has not waived such Terminating SPAC Breach expressly in writing and the Company is not then in material breach of its representations, warranties, covenants or agreements in this Agreement and such material breach is the proximate cause of the failure of the condition set forth in Sections 8.03(a) or 8.03(b); provided, further, that, if such Terminating SPAC Breach is curable by SPAC and Merger Sub, the Company may not terminate this Agreement under this Section 9.01(f) for so long as SPAC and Merger Sub continue to exercise their best efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by the Company to SPAC;

(g)            by SPAC at any time before the Company delivers to SPAC the Requisite Company Stockholder Approval, in the event the Company fails to deliver the Written Consent constituting the Requisite Company Stockholder Approval to SPAC within five (5) Business Days of the Registration Statement becoming effective pursuant to Section 7.03; or

(h)            by SPAC at any time before the Company delivers to SPAC the PCAOB Financial Statements, in the event the Company fails to deliver the PACOB Financials Statements within seventy-five (75) days of the date hereof pursuant to Section 7.18.

9.02        Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any Party, except as set forth in Section 7.05(b) (Continued Effect of Confidentiality Agreement), this Section 9.02 (Effect of Termination) and Article X (General Provisions) and any corresponding definitions set forth in Article I, or in the case of termination subsequent to fraud or a willful material breach of this Agreement by a party hereto occurring prior to such termination.

9.03        Expenses. Except as set forth in this Section 9.03 or elsewhere in this Agreement, all expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Mergers or any other Transaction is consummated; provided that SPAC and the Company shall each pay one half of the filing fee for the Notification and Report Forms filed under the HSR Act.

9.04        Amendment. This Agreement may be amended in writing: (a) by the parties hereto at any time prior to the Acquisition Merger Effective Time; and (b) by the Surviving Corporation and the Sponsor following the Acquisition Merger Effective Time. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto prior to the Acquisition Merger Effective Time and by the Surviving Corporation and the Sponsor following the Acquisition Merger Effective Time.

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9.05        Waiver. At any time prior to the Acquisition Merger Effective Time, (a) SPAC may (i) extend the time for the performance of any obligation or other act of the Company or Holdings, (ii) waive any inaccuracy in the representations and warranties of the Company or Holdings contained herein or in any document delivered by the Company and/or Holdings pursuant hereto and (iii) waive compliance with any agreement of the Company or Holdings 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 or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of SPAC or Merger Sub contained herein or in any document delivered by SPAC and/or Merger Sub pursuant hereto and (iii) waive compliance with any agreement of SPAC or Merger Sub 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 X

GENERAL PROVISIONS

10.01      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 10.01):

if to SPAC or Merger Sub prior to the Acquisition Merger Effective Time, or to Holdings after the Initial Merger Effective Time or to SPAC after the Acquisition Merger Effective Time:

G Squared Ascend I Inc.
205 N Michigan Ave

Suite 3770

Chicago, IL 60601

Attention: Ward Davis; Tom Hoban

Email: ward@gsquared.com; tom@gsquared.com

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

Goodwin Procter LLP
620 Eighth Avenue

New York, NY 10018
Attention: Dan Espinoza; Ilan Nissan; Pavel Shaitanoff
Email: DEspinoza@goodwinlaw.com; INissan@goodwinlaw.com; PShaitanoff@goodwinlaw.com

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if to Holdings prior to the Initial Merger Effective Time or the Company prior to the Acquisition Merger Effective Time, or to the Surviving Corporation or the Surviving Subsidiary Company after the Acquisition Merger Effective Time to:

Transfix, Inc.
498 7th Avenue
New York, NY 10018
Attention: Nicholas Smolansky, General Counsel
Email: nicksmolansky@transfix.io

with copies to (but shall not constitute notice):

Latham & Watkins LLP
555 Eleventh Street NW, Suite 1000
Washington, D.C. 20007
Attention: Paul Sheridan
Email: paul.sheridan@lw.com

Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Justin Hamill
Email: justin.hamill@lw.com

10.02      Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Acquisition Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Acquisition Closing (and there shall be no liability after the Acquisition Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Acquisition Closing and then only with respect to any breaches occurring after the Acquisition Closing and (b) this Article X and any corresponding definitions set forth in Article I.

10.03      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.

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10.04      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 7.05(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 hereto.

10.05      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 7.07, Section 10.11 and Section 3.03(c) (each of which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons).

10.06      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. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (c) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (d) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (e) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

10.07      Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.07.

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10.08            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.

10.09           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.

10.10            Specific Performance.

(a)            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 Mergers) in the Court of Chancery of the State of Delaware, County of Newcastle, 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 (i) any defense in any Action for specific performance that a remedy at Law would be adequate and (ii) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

(b)            Notwithstanding anything to the contrary in this Agreement, if prior to the Outside Date any party initiates an Action to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, then the Outside Date will be automatically extended by: (A) the amount of time during which such Action is pending plus 20 Business Days; or (B) such other time period established by the court presiding over such Action.

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10.11            No Recourse. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the other Transaction Documents, or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other person. No person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the other Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Transaction Documents or their negotiation, execution, performance, or breach, except with respect to common law fraud with scienter against the person who committed such common law fraud with scienter, and, to the maximum extent permitted by applicable Law; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. The parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

102

10.12            Conflicts and Privilege. SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation and the Surviving Subsidiary Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Agreement or the Transactions arises from or after the Closing between or among (x) the Sponsor, the stockholders or holders of other Equity Securities of SPAC, or any of their respective directors, members, partners, officers, employees or affiliates (other than the Surviving Subsidiary Company) (collectively, the “SPAC Group”), on the one hand, and (y) the Surviving Subsidiary Company and/or the Company or any of its Subsidiaries or affiliates, on the other hand, Goodwin Procter LLP (“Goodwin”), may represent the Sponsor and/or any other member of the SPAC Group in such dispute even though the interests of such persons may be directly adverse to the Surviving Subsidiary Company, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for the Surviving Subsidiary Company and/or the Sponsor. SPAC and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Subsidiary Company), further agree that, as to all legally privileged communications made prior to the Closing (in each case to the extent made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor and/or any other member of the SPAC Group, on the one hand, and Goodwin, on the other hand (the “Goodwin Privileged Communications”), the attorney/client privilege, attorney work-product protection, and the expectation of client confidence shall survive the Acquisition Merger and belong to the SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Subsidiary Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Subsidiary Company. SPAC and the Company, together with any of their respective affiliates, Subsidiaries, successors or assigns, agree that no person may use or rely on any of the Goodwin Privileged Communications, whether located in the records or email server of SPAC, Surviving Subsidiary Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and SPAC and the Company agree not to assert that any privilege has been waived as to the Goodwin Privileged Communications, by virtue of the Acquisition Merger.

[Signature Page Follows.]

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

G SQUARED ASCEND I INC.
By:	/s/ Ward Davis
Name: Ward Davis
Title: Chief Executive Officer
HORIZON MERGER SUB INC.
By:	/s/ Tom Hoban
Name: Tom Hoban
Title: President
TRANSFIX, INC.
By:	/s/ Lily Shen
Name: Lily Shen
Title: Chief Executive Officer
TRANSFIX HOLDINGS, INC.
By:	/s/ Lily Shen
Name: Lily Shen
Title: Chief Executive Officer

Exhibit A

Form of Certificate of Incorporation of SPAC after Domestication

[Attached.]

Exhibit A

Exhibit B

Form of Bylaws of SPAC after Domestication

[Attached.]

Exhibit B

Exhibit C

Form of CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION

Exhibit C

Exhibit D

FORM OF BYLAWS OF SURVIVING CORPORATION

Exhibit D

Exhibit E

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

[Attached.]

Exhibit E

Exhibit F

FORM OF WRITTEN CONSENT

[Attached.]

Exhibit F

EXHIBIT G

FORM OF OMNIBUS INCENTIVE PLAN

[Attached.]

Exhibit G

EXHIBIT H

FORM OF ESPP

[Attached.]

Exhibit H

Schedule A

Company Knowledge Parties

Lily Shen

Christian Lee

Jonathan Salama

Nicholas Smolansky

Schedule A

Schedule B

Key Company Stockholders

1. Canvas Venture Fund, L.P.

2. New Enterprise Associates 15, L.P.

3. New Ventures 2016, Limited Partnership

4. Andrew McElroy

5. Jonathan Salama

6. Salama Trust #1

7. Salama Trust #2

8. Salama Trust #3

Schedule B

Schedule C

Holdings Director Nominees

1. Lily Shen

2. One director designated by Sponsor, who must also qualify as "independent" under applicable SEC and stock exchange rules and who must be reasonably acceptable to the Company.

Schedule C

Schedule I

Certain Directors and advisors of spac

1. Thomas Evans, Director

2. Heather Hasson, Director

3. Lauri Shanahan, Director

4. Johan Bergqvist, Special Advisor

5. Kenneth Hahn, Special Advisor

6. Mike Linton, Special Advisor

7. John McAteer, Special Advisor

8. Ilan Nissan, Special Advisor

9. Steve Papa, Special Advisor

10. William Tanona, Special Advisor

Schedule I

Schedule II

Company Material Adverse Effect Knowledge Parties

Ward Davis

Tom Hoban

Larry Aschebrook

Greg Wnuk

Schedule II

EX-10.1

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT, dated as of September 20, 2021 (this “Agreement”), by and among G Squared Ascend I Inc., a Cayman Islands exempted company (the “SPAC”), Transfix, Inc., a Delaware corporation (the “Company”), Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the individuals whose names appear on the signature pages of this Agreement (each, an “Beneficial Owner” and, collectively, the “Beneficial Owners”).

WHEREAS, as of the date hereof, the Sponsor is the holder of record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 8,349,000 SPAC Class B ordinary shares (the “Sponsor Shares”) and the Beneficial Owners collectively are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of such number of SPAC Class B ordinary shares as are indicated opposite their respective names on Exhibit A attached hereto (all such SPAC Class B ordinary shares, together with the Sponsor Shares and any SPAC Class A ordinary shares of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) has been or is hereafter acquired by the Sponsor or any Beneficial Owner through the Closing Date (or, if earlier, prior to the termination of this Agreement) are referred to herein as the “Voting Shares”);

WHEREAS, as of the date hereof, the Sponsor is the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of warrants to purchase 7,100,000 Class A ordinary shares of SPAC;

WHEREAS, contemporaneously with the execution and delivery of this Sponsor Agreement, SPAC, the Company, Horizon Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Holdings, have entered into a business combination agreement (the “BCA”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA), which provides for, among other things, that, upon the terms and subject to the conditions thereof, (a) on the Closing Date prior to the Initial Closing, SPAC will consummate the Domestication, (b) on the Closing Date but after the Domestication Effective Time, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”) and becoming the sole owner of Merger Sub, (c) on the Closing Date but immediately after the Initial Merger Effective Time, Merger Sub will merge with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation;

WHEREAS, in order to induce the Company, the SPAC and Holdings to enter into the BCA, the Sponsor and the Beneficial Owners are executing and delivering this Agreement to the SPAC and the Company.

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

1.  Agreement to Vote. Each of the Sponsor and the Beneficial Owners, by this Agreement, with respect to he, she, or its Voting Shares, hereby agrees to (a) vote at any meeting of the shareholders of the SPAC, and in any action by written consent of the shareholders of the SPAC, all of such Sponsor or Beneficial Owner’s Voting Shares (i) in favor of the approval and adoption of the BCA and the Transactions, including the Required SPAC Proposals, the approval and adoption of the Omnibus Incentive Plan and the ESPP, and, if applicable, the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing; and (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the shareholders of the SPAC; (b) appear at any meeting of the shareholders of the SPAC, and in any action by written consent of the shareholders of the SPAC for purposes of constituting a quorum; and (c) vote at any meeting of the shareholders of the SPAC, and in any action by written consent of the shareholders of the SPAC, against any proposals that would materially impede the transactions.

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2.  Redemption and Transfer of Voting Shares. Each of the Sponsor and Beneficial Owners, agrees that, prior to the Closing Date, he, she, or it shall not, directly or indirectly, (a) redeem any of the Voting Shares; (b) sell, assign, transfer any of the Voting Shares or otherwise agree to do any of the foregoing; (c) deposit any Voting Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Voting Shares.

3.  Waiver of Anti-Dilution Provision. The Sponsor and each Beneficial Owner hereby waives (for itself, for its successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated articles of association of SPAC, dated February 4, 2021 (as it may be amended from time to time, the “Articles”), the provisions of Section 12 of the Articles to have the Class B ordinary shares convert into shares of SPAC Class A Common Stock pursuant to the Domestication at a ratio of greater than one-for-one, and agrees not to exercise, assert or perfect, any anti-dilution protections with respect to the rate at which the Class B ordinary shares shall convert into shares of SPAC Class A Common Stock pursuant to the Domestication. The waiver specified in this Section 3 shall be applicable only in connection with the Transactions and this Agreement (and any Equity Securities issued in connection with the Transactions) and shall be void and of no force and effect if the BCA shall be terminated for any reason in accordance with the terms of Article IX of the BCA.

4.  Forfeiture. Pursuant to the Domestication, the Sponsor Shares will be converted automatically into eight million three hundred forty nine thousand (8,349,000) shares of SPAC Class A Common Stock (the “Sponsor SPAC Class A Common Stock”). In connection with the consummation of the transactions contemplated by the BCA, the Sponsor hereby agrees that immediately prior to the Initial Merger Effective Time, the Sponsor shall forfeit and surrender, and/or cause the forfeiture and surrender, to SPAC, for no consideration, of one million six hundred sixty nine thousand eight hundred (1,669,800) shares of Sponsor SPAC Class A Common Stock (the “Forfeited Shares”). After giving effect to the forfeiture of the Forfeited Shares, immediately prior to the Initial Merger Effective Time the Sponsor shall hold six million six hundred seventy nine thousand two hundred (6,679,200) shares of Sponsor SPAC Class A Common Stock (the “Remaining SPAC Sponsor Shares”). The Sponsor hereby agrees to take, and authorizes SPAC to take, such actions as shall be necessary to evidence such surrender and forfeiture of such Forfeited Shares as of immediately prior to the Initial Merger Effective Time.

5.  Amendment of the Lock-up. The Sponsor and each Beneficial Owner hereby agrees that effective as of the Initial Merger Effective Time, Section 5 of that certain Letter Agreement, dated February 4, 2021, by and among, SPAC, the Sponsor, each Beneficial Owner (the “Letter Agreement”), shall be amended and restated in its entirety as follows:

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“5.           Lock-up; Transfer Restrictions.

(a)            Pursuant to the Initial Merger, the Remaining SPAC Sponsor Shares will be converted automatically into six million six hundred seventy nine thousand two hundred (6,679,200) shares of Surviving Corporation Class A Common Stock (the “Surviving Corporation Sponsor Shares”).

(b)           Subject to Section 5(f), the Sponsor shall not Transfer three million three hundred thirty nine thousand six hundred (3,339,600) Surviving Corporation Sponsor Shares (the “Lock-Up Shares”) until from and after the earlier to occur of: (i) the one year anniversary of the date of the Initial Merger; and (ii) the date on which a Change of Control occurs.

(c)           Subject to Section 5(f), the Sponsor shall not Transfer one million one hundred thirteen thousand two hundred (1,113,200) Surviving Corporation Sponsor Shares until from and after the earlier to occur of: (i) the first date upon which the volume-weighted average share price of the Surviving Corporation Class A Common Stock equals or exceeds $12.50 for at least 20 Trading Days out of any 30 consecutive Trading Days commencing after Closing Date; and (ii) the date on which a Change of Control occurs.

(d)           Subject to Section 5(f), the Sponsor shall not Transfer one million one hundred thirteen thousand two hundred (1,113,200) Surviving Corporation Sponsor Shares until from and after the earlier to occur of: (i) the first date upon which the volume-weighted average share price of the Surviving Corporation Class A Common Stock equals or exceeds $15.00 for at least 20 Trading Days out of any 30 consecutive Trading Days commencing after Closing Date; and (ii) the date on which a Change of Control occurs.

(e)            Subject to Section 5(f), the Sponsor shall not Transfer one million one hundred thirteen thousand two hundred (1,113,200) Surviving Corporation Sponsor Shares until from and after the earlier to occur of: (i) the first date upon which the volume-weighted average share price of the Surviving Corporation Class A Common Stock equals or exceeds $17.50 for at least 20 Trading Days out of any 30 consecutive Trading Days commencing after Closing Date; and (ii) the date on which a Change of Control occurs.

(f)            Notwithstanding the provisions set forth in this Section 5(b) through Section 5(e), from and after the Initial Merger Effective Time the Sponsor or its Permitted Transferees may Transfer any Surviving Corporation Sponsor Shares to (i) the Surviving Corporation’s officers or directors, (ii) any affiliates or family members of the Surviving Corporation’s officers or directors, or (iii) any direct or indirect managers, officers, partners, members or equity holders of Sponsor, any affiliates of Sponsor or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; or (e) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Surviving Corporation or a duly authorized committee thereof or other similar transaction which results in all of the Surviving Corporation’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Closing Date; provided, that in connection with any Transfer of such Surviving Corporation Sponsor Shares to a Permitted Transferee, the restrictions and obligations contained in Section 5(b) through Section 5(e), as applicable. will continue to apply to such Surviving Corporation Sponsor Shares after any Transfer of such Surviving Corporation Sponsor Shares and such Permitted Transferee shall continue to be bound by such restrictions and obligations under Section 5(b) through Section 5(e) as if such Permitted Transferee were a party hereto.

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(g)            Any Surviving Corporation Sponsor Shares (other than the Lock-Up Shares) that are not Transferrable in accordance with Section 5(c), Section 5(d) or Section 5(e), as applicable, on or prior to the sixth anniversary of the Closing Date shall be forfeited and cancelled for no consideration.

(h)           The Sponsor agrees not to Transfer any Assumed Warrants or the shares of Surviving Corporation Class A Common Stock underlying such Assumed Warrants, in each case, issued to the Sponsor in connection with the Initial Merger, in respect of SPAC Delaware Warrants held by Sponsor immediately prior to the Initials Merger Effective Time, until 30 days after the Closing Date.

(i)            Capitalized terms used but not defined in this Letter Agreement shall have the meanings ascribed to them in that certain Sponsor Support Agreement, dated as of September 20, 2021, among the Sponsor, the Insiders, the Company and certain other parties.”

6.  Representations and Warranties. Each of the Sponsor and Beneficial Owners, severally and not jointly, represents and warrants to the Company as follows:

(a)           The execution, delivery and performance by such Sponsor or Beneficial Owner of this Agreement and the consummation by such Sponsor or Beneficial Owner of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law or Order applicable to such Sponsor or Beneficial Owner (as applicable), (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Voting Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of such Sponsor or Beneficial Owner (as applicable)) or (iv) conflict with or result in a breach of or constitute a default under any provision of such Sponsor or Beneficial Owner’s (as applicable)Organizational Documents

(b)           Such Sponsor or Beneficial Owner owns of record and has good, valid and marketable title to the Voting Shares set forth opposite such Sponsor or Beneficial Owner’s name on Exhibit A free and clear of any Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of such Sponsor or Beneficial Owner (as applicable)) and has the sole power (as currently in effect) to vote and full right, power and authority to sell, transfer and deliver such Voting Shares, and such Sponsor or Beneficial Owner does not own, directly or indirectly, any other Voting Shares.

(c)           Such Sponsor or Beneficial Owner has the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been duly authorized, executed and delivered by such Sponsor or Beneficial Owner.

7.  Termination. This Agreement and the obligations of each of the Sponsor and Beneficial Owners under this Agreement shall automatically terminate upon the earliest of: (a) the Initial Merger Effective Time, provided that, Section 3, Section 4, and Section 5 shall survive the Initial Merger Effective Time in accordance with their terms; (b) the valid termination of the BCA in accordance with its terms; and (c) the express mutual written agreement of the Company and the Sponsor. Upon valid termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.

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8.  Miscellaneous.

(a)            Except as otherwise provided herein or in any Transaction Document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.

(b)            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 e-mail 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 6(b)):

If to the Sponsor, to:

G Squared Ascend Management I, LLC 

205 N Michigan Ave 

Suite 3770 

Chicago, IL 60601 

Attention: Ward Davis; Tom Hoban
Email: ward@gsquared.com; tom@gsquared.com

with a copy to:

Goodwin Procter LLP 

620 Eighth Avenue 

New York, NY 10018 

Attention: Ilan Nissan; Pavel Shaitanoff; Dan Espinoza 

E-Mail: INissan@goodwinlaw.com; PShaitanoff@goodwinlaw.com; DEspinoza@goodwinlaw.com

If to the Company, to:

Transfix, Inc. 

498 7^th Avenue 

New York, NY 10018 

Attention: Nicholas Smolansky, General Counsel
Email: nicksmolansky@transfix.io

with a copy to:

Latham Watkins LLP 

555 Eleventh Street NW, Suite 1000 

Washington, D.C. 20007 

Attention: Paul F. Sheridan      
Email: paul.sheridan@lw.com

Latham Watkins LLP 

1271 Avenue of the Americas 

New York, NY 10020 

Attention: Justin Hamill      
Email: Justin.hamill@lw.com

If to any Beneficial Owner, to the address or e-mail address set forth for Sponsor on the signature page hereof.

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(c)           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 contemplated hereby 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 contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(d)          This Agreement and the Transaction Documents 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).

(e)          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. No Founder shall be liable for the breach by any other Founder of this Agreement.

(f)           The parties hereto agree that irreparable damage may occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

(g)          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. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.

(h)          This Agreement may be executed and delivered (including by electronic 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.

(i)           Without further consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

(j)            This Agreement shall not be effective or binding upon any of the Sponsor or Beneficial Owners until such time as the BCA is executed.

(k)           Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (k).

[Signature pages follow]

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

SPAC:
G SQUARED ASCEND I INC.
By:	/s/ Ward Davis
Name:	Ward Davis
Title:	Chief Executive Officer
HOLDINGS:
Transfix Holdings, Inc.
By:	/s/ Lily Shen
Name:	Lily Shen
Title:	Chief Executive Officer
COMPANY:
TRANSFIX, INC.
By:	/s/ Lily Shen
Name:	Lily Shen
Title:	Chief Executive Officer
SPONSOR:
G Squared Ascend Management I, LLC
By:	/s/ Larry Aschebrook
Name:	Larry Aschebrook
Title:	Manager

[Signature Page to Sponsor Support Agreement]

BENEFICIAL OWNERS:

Larry Aschebrook

/s/ Larry Aschebrook

Address:

Email:

Ward Davis

/s/ Ward Davis

Address:

Email:

Tom Hoban

/s/ Tom Hoban

Address:

Email:

Thomas Evans

/s/ Thomas Evans

Address:

Email:

Heather Hasson

/s/ Heather Hasson

Address:

Email:

Lauri M. Shanahan

/s/ Lauri M. Shanahan

Address:

Email:

[Signature Page to Sponsor Support Agreement]

Johan Bergqvist

/s/ Johan Bergqvist

Address:

Email:

Kenneth Hahn

/s/ Kenneth Hahn

Address:

Email:

Mike Linton

/s/ Mike Linton

Address:

Email:

John McAteer

/s/ John McAteer 

Address:

Email:

Ilan Nissan

/s/ Ilan Nissan

Address:

Email:

Steve Papa

/s/ Steve Papa

Address:

Email:

[Signature Page to Sponsor Support Agreement]

William Tanona

/s/ William Tanona

Address:

Email:

[Signature Page to Sponsor Support Agreement]

EXHIBIT A

SPONSOR & BENEFICIAL OWNERS

Holder	Shares of SPAC Class B Ordinary Shares
Sponsor
G Squared Ascend Management I, LLC	8,349,0001
Beneficial Owners
Larry Aschebrook1	--
Ward Davis1	--
Tom Hoban1	--
Thomas Evans	36,000
Heather Hasson	36,000
Lauri M. Shanahan	36,000
Johan Bergqvist	24,000
Kenneth Hahn	24,000
Mike Linton	24,000
John McAteer	24,000
Ilan Nissan	24,000
Steve Papa	24,000
William Tanona	24,000

1 G Squared Ascend Management I, LLC is governed by managers, Larry Aschebrook, Ward Davis and Tom Hoban.

EX-10.2

Exhibit 10.2

STOCKHOLDER SUPPORT AGREEMENT

This Stockholder Support Agreement (this “Agreement”) is made and entered into as of September 20, 2021, by and among G Squared Ascend I Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated by the Business Combination Agreement (as defined below)) (“SPAC”), Transfix, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each, a “Written Consent Party” and, collectively, the “Written Consent Parties”) of the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

RECITALS

WHEREAS, on September 20, 2021, SPAC, the Company, Horizon Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of SPAC (“Merger Sub”), and Transfix Holdings, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of the Company (“Holdings”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other things, (a) SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger and becoming the sole owner of Merger Sub and (b) immediately after the Initial Merger Effective Time, Merger Sub will merge with and into the Company (the “Acquisition Merger” and, together with the Initial Merger, the “Business Combination”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of Holdings;

WHEREAS, pursuant to the Business Combination Agreement, immediately prior to the Acquisition Merger Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall automatically convert into a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to the Company’s Certificate of Incorporation;

WHEREAS, the Business Combination constitutes a Liquidation Event (as defined in the Company’s Certificate of Incorporation);

WHEREAS, pursuant to their terms, upon consummation of the Business Combination, each of the following agreements will automatically terminate without any further action on the part of the parties thereto pursuant to their respective terms: (i) that certain Amended and Restated Investors’ Rights Agreement, dated March 19, 2020, by and among the Company and the parties named therein (the “Investors’ Rights Agreement”); (ii) that certain Amended and Restated Company Voting Agreement, dated as of March 19, 2021, by and among the Company and the parties named therein (the “Company Voting Agreement”); and (iii) that certain Amended and Restated First Refusal and Co-Sale Agreement, dated March 19, 2021, by and among the Company and the parties named therein (the “First Refusal and Co-Sale Agreement” and, together with the Investors’ Rights Agreement and the Company Voting Agreement, the “Financing Agreements”);

WHEREAS, each Written Consent Party agrees to enter into this Agreement with respect to all Company Securities (as defined below) that such Written Consent Party now or hereafter owns, beneficially (as defined in Rule 13d-3 under the Exchange Act) or of record;

WHEREAS, each Written Consent Party is the beneficial and/or record owner of, and has the sole right to vote or direct the voting of, such number of shares of Company Stock as are set forth on Schedule A attached hereto opposite the name of such Written Consent Party;

WHEREAS, each of SPAC, the Company and each Written Consent Party has determined that it is in its best interests to enter into this Agreement;

WHEREAS, each Written Consent Party understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement in reliance upon such Written Consent Party’s execution and delivery of this Agreement; and

WHEREAS, following the date hereof, SPAC and Holdings intend to file with the SEC a registration statement on Form S-4 in connection with the matters set forth in Section 7.02(a) of the Business Combination Agreement (the “Registration Statement”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.Definitions. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement.

“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 (provided that if a Written Consent Party is a venture capital, private equity or angel fund, no portfolio company of such Written Consent Party will be deemed an Affiliate of such Written Consent Party; provided further that neither the Company nor any Company Subsidiary will be deemed an Affiliate of any Written Consent Party).

“Company Securities” means, collectively, any Company Stock, Company Options, Company RSU Awards, Company Warrants, any securities convertible into or exchangeable for any of the foregoing, and any interest in or right to acquire any of the foregoing, whether now owned or hereafter acquired by any Written Consent Party hereto.

“Expiration Time” shall mean the earlier to occur of (a) the Acquisition Merger Effective Time, (b) such date as the Business Combination Agreement shall be validly terminated in accordance with Article IX thereof and (c) the effective date of a written agreement of the parties hereto terminating this Agreement.

“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.

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“Transfer” shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding (a) entry into this Agreement and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby and (b) the exercise of any Company Options or Company Warrants or settlement of any Company RSU Awards, in each case in accordance with their terms.

2.Agreement to Retain the Company Securities.

2.1No Transfer of Company Securities. Until the Expiration Time, each Written Consent Party agrees not to, other than as expressly required by the Business Combination Agreement (including pursuant to the Conversion) (a) redeem or Transfer any Company Securities, (b) deposit any Company Securities into a voting trust or enter into a voting agreement or any similar agreement, arrangement or understanding with respect to Company Securities or grant any proxy (except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement) (it being understood that the fact that certain Company Securities already may be subject to the Company Voting Agreement shall not be deemed a violation of this Section 2.1 or Section 3.1 below), (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities held by such Written Consent Party, or (d) agree to or publicly announce any intention to effect any transaction specified in clauses (a), (b) or (c); provided, that any Written Consent Party may Transfer any such Company Securities to any Affiliate of such Written Consent Party, or if such Written Consent Party is a natural person, to immediate family or a trust for the benefit of immediate family for estate planning purposes, if, and only if, the transferee of such Company Securities evidences in a writing reasonably satisfactory to each of SPAC and the Company such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such Written Consent Party.

2.2Additional Company Securities. Until the Expiration Time, each Written Consent Party agrees that any Company Securities that (a) are issued to such Written Consent Party after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Company Securities or otherwise, (b) such Written Consent Party purchases or otherwise hereinafter acquires (including as a result of the exercise of any Company Option or Company Warrant or settlement of any Company RSU Award) or (c) with respect to which such Written Consent Party otherwise acquires sole or shared voting power after the execution of this Agreement and prior to the Expiration Time shall be subject to the terms and conditions of this Agreement to the same extent as if they were owned by such Written Consent Party as of the date hereof.

2.3Unpermitted Transfers. Any Transfer or attempted Transfer of any Company Securities in violation of this Section 2 shall, to the fullest extent permitted by applicable Law, be null and void ab initio.

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3.Agreement to Consent and Approve.

3.1Hereafter until the Expiration Time, each Written Consent Party agrees that, except as otherwise agreed in writing with each of SPAC and the Company:

(a)as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders, and in any event within forty-eight (48) hours after the Registration Statement is declared effective, such Written Consent Party shall execute and deliver a written consent, substantially in the form attached as Exhibit D to the Business Combination Agreement (the “Stockholder Written Consent”), which consent shall approve the Business Combination Agreement, the Mergers and the other Transactions. Following such execution and delivery, each Written Consent Party hereby agrees that it will not revoke, withdraw or repudiate the Stockholder Written Consent. The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable;

(b)to exercise the drag-along rights set forth in Section 4.2 of the Company Voting Agreement; and

(c)at the Acquisition Closing of the Business Combination Agreement, certain of such Written Consent Parties shall execute and deliver the Registration Rights Agreement, substantially in the form attached as Exhibit C to the Business Combination Agreement.

Hereafter until the Expiration Time, and subject to Section 2 hereof, no Written Consent Party shall enter into any tender or voting agreement, or any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Company Securities that would prevent, materially restrict, materially limit or materially interfere with the performance of such Written Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby.

3.2Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Stock to adopt the Business Combination Agreement, or approve the Mergers and the other Transactions, in any action by written consent or in any other circumstances upon which a vote, consent or other approval (including the Stockholder Written Consent) with respect to the Business Combination Agreement, the Mergers or the other Transactions is sought or upon which a consent or other approval is required under the Company’s Certificate of Incorporation or the Financing Agreements, each Written Consent Party shall vote (or cause to be voted) all shares of Company Stock currently or hereinafter owned by such Written Consent Party in favor of the foregoing. Additionally, hereafter until the Acquisition Merger Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, each Written Consent Party shall vote (or cause to be voted) all shares of Company Stock currently or hereinafter owned by such Written Consent Party against any action, agreement or transaction (other than the Business Combination Agreement or the Transactions) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated.

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3.3Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a Written Consent Party’s vote, consent or other approval (including by written consent) is sought, such Written Consent Party shall vote (or cause to be voted) all Company Securities (to the extent such Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Written Consent Party against and withhold consent with respect to any Alternative Transaction (as defined below). No Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

4.Additional Agreements.

4.1Litigation. Each Written Consent Party agrees not to commence, join in, facilitate, assist or encourage, 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 SPAC, Merger Sub, the Company, Holdings or any of their respective successors, directors or officers (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into this Agreement or the Business Combination Agreement.

4.2Waiver of Certain Rights. Each Written Consent Party hereby waives any requirement for notice with respect to the Transactions under each Financing Agreement.

4.3Termination of Side Letter Agreements. Each Written Consent Party hereby agrees and consents to the termination of any Side Letter Agreements to which such Written Consent Party is party, effective as of the Acquisition Merger Effective Time without any further liability or obligation to Holdings, the Company, the Company Subsidiaries or SPAC.

4.4Consent to Disclosure. Each Written Consent Party hereby consents to the publication and disclosure in the Registration Statement (and, as and to the extent otherwise required by applicable securities laws or the SEC or any other securities authorities, any other documents or communications provided by SPAC or the Company to any Governmental Authority or to securityholders of SPAC) of such Written Consent Party’s identity and beneficial ownership of Company Securities and the nature of such Written Consent Party’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by SPAC or the Company, a copy of this Agreement. Each Written Consent Party will promptly provide any information reasonably requested by SPAC or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

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4.5Confidentiality. Until the Expiration Time, each Written Consent Party will and will cause its Affiliates to keep confidential and not disclose any non-public information relating to SPAC or the Company or any of their respective subsidiaries, including the existence or terms of, or transactions contemplated by, this Agreement, the Business Combination Agreement or the other Transaction Documents, except to the extent that such information (i) was, is or becomes generally available to the public after the date hereof other than as a result of a disclosure by such Written Consent Party in breach of this Section 4.5, (ii) is, was or becomes available to such Written Consent Party on a non-confidential basis from a source other than SPAC or the Company; provided that, to the knowledge of such Written Consent Party, such information is not subject to a legal, fiduciary or contractual obligation of confidentiality or secrecy to SPAC or the Company, or (iii) is or was independently developed by such Written Consent Party after the date hereof without use of, or reference to any non-public information of SPAC or the Company. Notwithstanding the foregoing, such information may be disclosed to the extent required to be disclosed in a judicial or administrative proceeding, or otherwise required to be disclosed by applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which such disclosing party is subject), provided that such Written Consent Party gives SPAC or the Company, as applicable, prompt notice of such request(s) or requirement(s), to the extent practicable (and not prohibited by Law), so that SPAC or the Company may seek, at its expense, an appropriate protective order or similar relief (and such Written Consent Party shall reasonably cooperate with such efforts).

5.Representations and Warranties of the Written Consent Parties. Each Written Consent Party hereby represents and warrants, severally and not jointly, to SPAC and the Company as follows:

5.1Due Authority. Such Written Consent Party has the full power and authority to execute and deliver this Agreement and perform its obligations hereunder. If such Written Consent Party is an individual, the signature to this agreement is genuine and such Written Consent Party has legal competence and capacity to execute the same. This Agreement has been duly and validly executed and delivered by such Written Consent Party and, assuming due execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of such Written Consent Party, enforceable against such Written Consent Party in accordance with its terms, except as limited by applicable Remedies Exceptions.

5.2Ownership of the Company Securities. As of the date hereof, such Written Consent Party is the owner of the Company Securities set forth opposite such Written Consent Party’s name on Schedule A, free and clear of any and all Liens, options, rights of first refusal and limitations on such Written Consent Party’s voting rights, other than transfer restrictions under applicable securities laws or the certificate of incorporation or bylaws or any equivalent organizational documents of the Company, as applicable, and restrictions set forth in the Financing Agreements. Such Written Consent Party has sole voting power (including the right to control such vote as contemplated herein), power of disposition and power to issue instructions with respect to all Company Securities currently owned by such Written Consent Party, and the power to agree to all of the matters applicable to such Written Consent Party set forth in this Agreement. As of the date hereof, such Written Consent Party does not own any Company Securities other than the Company Securities set forth opposite such Written Consent Party’s name on Schedule A. As of the date hereof, such Written Consent Party does not own any rights to purchase or acquire any Company Securities, except for the Company Warrants, Company Options and Company RSU Awards set forth opposite such Written Consent Party’s name on Schedule A.

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5.3No Conflict; Consents.

(a)The execution and delivery of this Agreement by such Written Consent Party does not, and the performance by such Written Consent Party of the obligations under this Agreement and the compliance by such Written Consent Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent Party, (ii) if such Written Consent Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or such Written Consent Party, 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 material 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 of the Company Securities owned by such Written Consent Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent Party is a party or by which such Written Consent Party is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b)The execution and delivery of this Agreement by such Written Consent Party does not, and the performance of this Agreement by such Written Consent Party will not, require any consent, approval, authorization or permit of, or filing or notification to, or expiration of any waiting period by any Governmental Authority or any other Person with respect to such Written Consent Party, other than those set forth as conditions to closing in the Business Combination Agreement.

5.4Absence of Litigation. As of the date hereof, there is no Action pending against, or, to the knowledge of such Written Consent Party after reasonable inquiry, threatened against such Written Consent Party that would reasonably be expected to materially impair the ability of such Written Consent Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.

5.5Absence of Other Voting Agreement. Such Written Consent Party has not: (i) entered into any voting agreement, voting trust or any similar agreement, arrangement or understanding, with respect to any Company Securities owned by such Written Consent Party (other than as contemplated by this Agreement and the Company Voting Agreement), (ii) granted any proxy, consent or power of attorney with respect to any Company Securities owned by such Written Consent Party (other than as contemplated by this Agreement and the Company Voting Agreement) or (iii) entered into any agreement, arrangement or understanding that would prohibit or prevent it from satisfying or would materially interfere with, or is otherwise materially inconsistent with, its obligations pursuant to this Agreement.

5.6Broker. Except as described in Section 4.23 of the Business Combination Agreement, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee, underwriting fee, deferred underwriting fee, commission or other similar payment in connection with the Transactions based upon arrangements made by such Written Consent Party, for which the Company or any of its Affiliates may become liable.

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5.7Adequate Information. Such Written Consent Party is a sophisticated stockholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and without reliance upon SPAC or the Company and based on such information as such Written Consent Party has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Written Consent Party acknowledges that SPAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Written Consent Party acknowledges that the agreements contained herein with respect to the Company Securities held by such Written Consent Party are irrevocable.

6.Fiduciary Duties. The covenants and agreements set forth herein shall not prevent any designee of any Written Consent Party from serving on the board of directors of the Company or from taking any action, subject to the provisions of the Business Combination Agreement, while acting in such designee’s capacity as a director of the Company. Each Written Consent Party is entering into this Agreement solely in its capacity as the owner of such Written Consent Party’s Company Securities.

7.Termination. This Agreement shall terminate and be of no further force or effect at the Expiration Time. Notwithstanding the foregoing sentence, this Section 7 and Section 10 shall survive any termination of this Agreement. Upon termination of this Agreement, none of the parties hereto shall have any further obligations or liabilities under this Agreement; provided, that nothing in this Section 7 shall relieve any party hereto of liability for any willful material breach of this Agreement prior to its termination.

8.No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Written Consent Party’s Company Securities. All rights, ownership and economic benefits of and relating to each Written Consent Party’s Company Securities shall remain fully vested in and belong to such Written Consent Party, and SPAC shall have no authority to direct any Written Consent Party in the voting or disposition of any of Company Securities except as otherwise provided herein.

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9.Exclusivity.

9.1From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of the Business Combination Agreement, no Written Consent Party shall, and each Written Consent Party shall cause their Representatives acting on its behalf not to, directly or indirectly, (1) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (x) sale of any material assets of the Company and the Company Subsidiaries, taken as a whole, (y) sale of any equity securities of the Company and the Company Subsidiaries, taken as a whole, or (z) merger, joint venture, consolidation, liquidation, dissolution or similar transaction involving the Company and its Subsidiaries, taken as a whole (each, an “Alternative Transaction”), (2) amend or grant any waiver or release under any standstill or similar agreement to which such Written Consent Party is a party with respect to any class of equity securities of the Company or any of the Company Subsidiaries in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (3) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (4) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (5) commence, continue, permit or renew any due diligence investigation regarding any Alternative Transaction, or (6) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its controlled affiliates or Representatives to take any such action. Each Written Consent Party shall, and shall cause its controlled affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each Written Consent Party also agrees that it will promptly request that each Representative of any special purpose acquisition corporation or similar person that has prior to the date hereof executed a confidentiality agreement to which such Written Consent Party is a party in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it pursuant to such agreement prior to the date hereof.

9.2From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of the Business Combination Agreement, each Written Consent Party shall notify the Company and SPAC promptly after receipt by such Written Consent Party or any of their securityholders or Representatives of any inquiry or proposal with respect to an Alternative Transaction, any inquiry that would reasonably be expected to lead to an Alternative Transaction or any request for information relating to the Company or any of the Company Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of the Company Subsidiaries by any third party, in each case that is related to or that would reasonably be expected to lead to an Alternative Transaction. In such notice, such Written Consent Party shall identify the third party making any such inquiry, proposal, indication or request with respect to an Alternative Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Each Written Consent Party shall keep the Company and SPAC informed, on a reasonably current and prompt basis, of the status and material terms of any such inquiry, proposal, indication or request with respect to an Alternative Transaction, including the material terms and conditions thereof any material amendments or proposed amendments.

9.3If any Written Consent Party or any of their Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Acquisition Closing, then such Written Consent Party shall promptly notify such person in writing that such Written Consent Party is subject to an exclusivity agreement with respect to the Alternative Transaction that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 9 by a Written Consent Party or its Affiliates or Representatives shall be deemed to be a breach of this Section 9 by such Written Consent Party.

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10.Miscellaneous.

10.1Severability. In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal, invalid or unenforceable under any present or future Law: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.

10.2Non-survival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Expiration Time. Notwithstanding the foregoing, this Section 10.2 shall not limit any covenant or agreement contained in this Agreement that by its terms is to be performed in whole or in part after the Acquisition Merger Effective Time or the termination of this Agreement.

10.3Assignment. No party hereto may assign, directly or indirectly, including by operation of Law, either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties hereto, except with respect to a Transfer completed in accordance with Section 2.1. Subject to the first sentence of this Section 10.3, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment in violation of this Section 10.3 shall be void.

10.4Amendments and Modifications. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties hereto.

10.5Specific Performance. The parties hereto 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 in the Court of Chancery of the State of Delaware, County of Newcastle, 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 (1) any defense in any action for specific performance that a remedy at Law would be adequate and (2) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

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10.6Notices. All notices, consents and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by a nationally recognized courier service guaranteeing overnight delivery, or sent via email to the parties hereto at the following addresses, and such communications, to be valid, must be addressed as follows:

(i)            if to SPAC or Merger Sub, to:

G Squared Ascend I Inc.
205 N Michigan Ave

Suite 3770

Chicago, IL 60601

Attention: Ward Davis; Tom Hoban      
Email: ward@gsquared.com; tom@gsquared.com

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

Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
Attention: Dan Espinoza, Ilan Nissan; Pavel Shaitanoff
Email: DEspinoza@goodwinlaw.com; INissan@goodwinlaw.com; PShaitanoff@goodwinlaw.com

(ii)            if to the Company or Holdings, to:

Transfix, Inc.
498 7th Avenue

New York, NY 10018

Attention: Nicholas Smolansky, General Counsel
Email: nicksmolansky@transfix.io

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

Latham & Watkins LLP
555 Eleventh Street NW, Suite 1000
Washington, D.C. 20007
Attention: Paul F. Sheridan
Email: paul.sheridan@lw.com

Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Justin Hamill
Email: justin.hamill@lw.com

(iii)          if to a Written Consent Party, to the address for notice set forth opposite such Written Consent Party’s name on Schedule A hereto,

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

Latham & Watkins LLP
555 Eleventh Street NW, Suite 1000
Washington, D.C. 20007
Attention: Paul F. Sheridan
Email: paul.sheridan@lw.com

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Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Justin Hamill
Email: justin.hamill@lw.com

Unless otherwise specified herein, such notices or other communications will be deemed given (a) on the date established by the sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) upon transmission, if sent by email (provided no “bounceback” or notice of non-delivery is received); or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

10.7Governing 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. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

10.8WAIVER OF JURY TRIAL. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions CONTEMPLATED HEREBY. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the otherS hereto have been induced to enter into this Agreement and the Transactions CONTEMPLATED HEREBY, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.8.

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10.9Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, and is not intended to confer upon any other Person other than the parties hereto any rights or remedies.

10.10Counterparts. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart. Delivery by electronic transmission to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

10.11Effect of Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.12Legal Representation. Each of the parties hereto agrees that it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and each party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party hereto drafting such agreement or document. Each Written Consent Party acknowledges that Latham & Watkins LLP is acting as counsel to the Company in connection with the Business Combination Agreement and the Transactions, and that such firm is not acting as counsel to any Written Consent Party.

10.13Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring such expenses.

10.14Further Assurances. At the request of SPAC or the Company, in the case of any Written Consent Party, or at the reasonable request of the Written Consent Parties, in the case of SPAC or the Company, and without further consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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10.15Waiver. No failure or delay on the part of either party to exercise any power, right, privilege or remedy under this Agreement shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither party shall be deemed to have waived any claim available to such party arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such waiving party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10.16Several Liability. The liability of any Written Consent Party hereunder is several (and not joint). Notwithstanding any other provision of this Agreement, in no event will any Written Consent Party be liable for any other Written Consent Party’s breach of such other Written Consent Party’s representations, warranties, covenants, or agreements contained in this Agreement.

10.17No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any provision in the Business Combination Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

[Signature pages follow.]

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In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

G SQUARED ASCEND I INC.
By:	/s/ Ward Davis
Name:	Ward Davis
Title:	Chief Executive Officer
TRANSFIX, INC.
By:	/s/ Lily Shen
Name:	Lily Shen
Title:	Chief Executive Officer

Signature Page to

Stockholder Support Agreement

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

WRITTEN CONSENT PARTIES:
NEW ENTERPRISE ASSOCIATES 15, L.P.
By:	NEA Partners 15, L.P., its general partner
By:	NEA 15 GP, LLC, its general partner

By: /s/ Louis Citron

Name: Louis Citron

Title: Chief Administrative Officer

NEW VENTURE 2016, LIMITED PARTNERSHIP

By: /s/ Louis Citron

Name: Louis Citron

Title: Chief Administrative Officer

Signature Page to

Stockholder Support Agreement

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

WRITTEN CONSENT PARTIES:

CANVAS VENTURE FUND, L.P.

By:	Morgenthaler Technology Members, LLC, its General Partner
By:	/s/ Travis Boettner

Name: Travis Boettner

Title: Chief Financial Officer

Signature Page to

Stockholder Support Agreement

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

WRITTEN CONSENT PARTIES:

/s/ Andrew McElroy

Andrew McElroy

Signature Page to

Stockholder Support Agreement

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

WRITTEN CONSENT PARTIES:

/s/ Jonathan Salama

Jonathan Salama

Signature Page to

Stockholder Support Agreement

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

WRITTEN CONSENT PARTIES:
SALAMA TRUST #1
By:	/s/ Roger W. Plate
Name:	Roger W. Plate
Title:	Trustee
SALAMA TRUST #2
By:	/s/ Roger W. Plate
Name:	Roger W. Plate
Title:	Trustee
SALAMA TRUST #3
By:	/s/ Roger W. Plate
Name:	Roger W. Plate
Title:	Trustee

Signature Page to

Stockholder Support Agreement

Schedule A

Written Consent Party

Address for Notice

Shares of Company Common Stock

Shares of Company Series A Preferred Stock

Shares of Company Series B Preferred Stock

Shares of Company Series C Preferred Stock

Shares of Company Series D Preferred Stock

Shares of Company Series E Preferred Stock

Shares of Company Series Seed Preferred Stock

Company Series D Warrants

Company Options

Company RSU Awards

NEA Enterprise Associates 15, L.P.

1954 Greenspring Drive, Suite 600 Timonium, MD 21093

12,699,220

8,634,203

953,588

1,427,225

NEA Ventures 2016, Limited Partnership

1954 Greenspring Drive, Suite 600 Timonium, MD 21093

16,954

10,085

Canvas Venture Fund, L.P.

3200 Alpine Road Portola Valley, CA 94028

10,411,244

4,269,030

576,286

23,839

Andrew McElroy

498 7th Avenue New York, NY 10018

3,381,807

3,596,268

Jonathan Salama

498 7th Avenue New York, NY 10018

1,069,307

3,596,268

Salama Trust #1

498 7th Avenue New York, NY 10018

562,500

Salama Trust #2

498 7th Avenue New York, NY 10018

875,000

Salama Trust #3

498 7th Avenue New York, NY 10018

875,000

EX-10.3

Exhibit 10.3 

AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of September 20, 2021, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Purchaser”). Capitalized terms not defined in this Agreement shall have the meaning giving such terms in the Business Combination Agreement (as defined below).

WHEREAS, the parties hereto previously entered into that certain Forward Purchase Agreement, dated as of February 4, 2021 (the “Original FPA”), and now desire to amend and restate the Original FPA in its entirety in accordance with the terms and conditions set forth herein;

WHEREAS, the Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-fifth of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction of a Warrant. The Company did not issue fractional Warrants other than as part of the Public Units. If, upon the detachment of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;

WHEREAS, the Registration Statement was declared effective on February 4, 2021;

WHEREAS, the Company intends to consummate the Company’s initial Business Combination (the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of September 20, 2021 (as may be amended, amended or restated or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company, Transfix, Inc., a Delaware corporation (“Transfix”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Transfix; and

WHEREAS, the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Business Combination (the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, the aggregate (i) number of forward purchase securities (the “Forward Purchase Securities”), with each Forward Purchase Security consisting of one Class A Share (the “Forward Purchase Share(s)”) and one-fifth of one Warrant (the “Forward Purchase Warrant(s)”), and (ii) the aggregate number of Forward Purchase Warrants, in each case, determined pursuant to Section 1(a)(i) hereof on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Sale and Purchase.

(a) Forward Purchase Securities and Forward Purchase Warrants.

(i)            The aggregate number of Forward Purchase Securities and Forward Purchase Warrants that the Company shall be required to issue and sell, and the Purchaser shall be required to purchase, hereunder, and the aggregate purchase price to be paid for such Forward Purchase Securities and Forward Purchase Warrants, shall be determined as follows:

A.            After the Company’s final determination of the aggregate number of SPAC Class A Ordinary Shares redeemed pursuant to the Redemption Rights (the “Redeemed Shares”) and the aggregate amount payable by the Company with respect to all Redeemed Shares (the “Redemption Amount”), but in no event later than two (2) Business Days after the redemption date (as set forth in the Registration Statement), the Company shall deliver a written notice to the Purchaser (such notice, the “Purchase Notice”) specifying: (I) the Redeemed Shares and the Redemption Amount; (II) the aggregate number of public Class A Shares purchased by Purchaser or any of its affiliates in transactions after the redemption date (as set forth in the Registration Statement) and prior to the delivery of the Purchase Notice (the “Acquired Public Shares”) and the aggregate amount paid by Purchaser and its affiliates with respect to all Acquired Public Shares (the “Acquired Public Share Purchase Price”); (III) the anticipated date of the Business Combination Closing; (IV) the aggregate number of Forward Purchase Securities and Forward Purchase Warrants and the aggregate Forward Purchase Price and Warrant Purchase Price, together with evidence of the calculations of such aggregate amounts reasonably satisfactory to Transfix; and (V) instructions for wiring the Forward Purchase Price and the Warrant Purchase Price.

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B.             Subject to Section 1(a)(i)(D), the aggregate number of Forward Purchase Securities that the Company shall issue and sell, and the Purchaser shall purchase, in each case, pursuant to this Agreement (the “Final Number of Forward Purchase Securities”), shall equal: (I) the Committed Amount plus the Additional Amount; multiplied by (II) 0.1. The purchase price for each Forward Purchase Security purchased and sold pursuant to this Section 1(a)(i)(B) shall equal $10.00.

C.             In addition to the Final Number of Forward Purchase Securities, and subject to Section 1(a)(i)(D), the aggregate number of Forward Purchase Warrants that the Company shall issue and sell, and the Purchaser shall purchase, in each case, pursuant to this Agreement, shall equal a number of Forward Purchase Warrants equal to one-fifth of the Acquired Public Shares rounded down to the nearest whole Forward Purchase Warrant (the “Final Number of Forward Purchase Warrants”). The purchase price for each Forward Purchase Warrant purchased and sold pursuant to this Section 1(a)(i)(C) shall equal $0.0001 per whole Forward Purchase Warrant (the aggregate amount paid by Purchaser with respect to all Forward Purchase Warrants purchased and sold pursuant to this Section 1(a)(i)(C), the “Forward Purchase Warrant Price”).

D.            As used in this Agreement, (I) “Committed Amount” means an amount, which shall in no event be less than zero dollars ($0.00) or greater than fifty million dollars ($50,000,000), equal to fifty million dollars ($50,000,000) less the Acquired Public Share Purchase Price; (II) “Additional Amount” means an amount, which shall in no event be less than zero dollars ($0.00) or greater than fifty million dollars ($50,000,000), equal to the Redemption Amount less the amount, if any, by which the Acquired Public Share Purchase Price exceeds fifty million dollars ($50,000,000); and (III) “Forward Purchase Price” means the sum of the Committed Amount plus the Additional Amount. Notwithstanding anything in this Agreement to the contrary, in no event will the sum of the Forward Purchase Price plus the Acquired Public Share Purchase Price equal an amount greater than one hundred million dollars ($100,000,000).

(ii) Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO, and will be subject to the terms and conditions of the Warrant Agreement, dated as of February 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable thirty (30) days after the Business Combination Closing, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.

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(iii) The closing of the sale of the Final Number of Forward Purchase Securities and Final Number of Forward Purchase Warrants, if any (the “FPS Closing”), shall be held on the same date and concurrently with the Business Combination Closing (such date being referred to as the “Closing Date”). At least one (1) Business Day prior to the Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the Final Number of Forward Purchase Securities and the Forward Purchase Warrant Price for the Final Number of Forward Purchase Warrants, in each case, by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the FPS Closing. Immediately prior to the FPS Closing on the Closing Date, (i) the Forward Purchase Price and the Forward Purchase Warrant Price shall each be released to the Company from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Final Number of Forward Purchase Securities and Final Number of Forward Purchase Warrants to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws, this Agreement, the Registration Rights Agreement (as defined below), the Sponsor Support agreement or the Surviving Corporation Bylaws, as applicable), registered in the name of the Purchaser (or its nominee(s)), or to a custodian designated by Purchaser (or its nominee(s)). In the event the Business Combination Closing does not occur within five (5) Business Days of the scheduled Closing Date, the FPS Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price and the Forward Purchase Warrant Price to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

(b) Delivery of Forward Purchase Securities.

(i) The Company shall register the Purchaser as the owner of the Final Number of Forward Purchase Securities and Final Number of Forward Purchase Warrants purchased by the Purchaser hereunder (individually or collectively, the “Securities”) with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.

(ii) Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY, COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(c) Legend Removal. If the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will 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 that authorize and direct the transfer agent to transfer such Securities without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization or 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.

(d) Registration Rights. The Purchaser shall have registration rights with respect to the Securities pursuant to that certain Amended and Restated Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) to be entered into by the Company, Purchaser and certain other parties at the Business Combination Closing.

(e) Antitrust Laws. To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each of the Company and Purchaser agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than fifteen (15) Business Days after the date of this Agreement. The Company and Purchaser hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable, under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

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2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:

(a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation or organization and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

(d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

(e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.

(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s IPO and the proposed Business Combination, with the Company’s management.

(g) Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities, or any Class A Shares into which the Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Registration Statement was declared effective on February 4, 2021. The Purchaser understands that the offering of the Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Securities.

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(h) No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities.

(i) High Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.

(j) Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(k) No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.

(l) Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material non-public information relating to the Company.

(m) Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.

(n) Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with UBS Investment Bank or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority that participated as an underwriter in the IPO.

(o) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

3. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

(a) Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.

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(b) Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Securities at the FPS Closing, and the securities issuable upon conversion or exercise of the Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Securities and the securities issuable upon conversion or exercise of the Securities has been taken or will be taken prior to the FPS Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

(c) Valid Issuance of Securities.

(i) The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, and the Company’s amended and restated memorandum and articles of association (the “Articles”), and the securities issuable upon conversion of exercise of the Securities, when issued in accordance with the terms of the Securities and this Agreement, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, the Registration Rights Agreement, the Sponsor Support Agreement, the Surviving Corporation Bylaws, applicable securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(d) below, the Securities and the securities issuable upon conversion of the Securities will be issued in compliance with all applicable federal and state securities laws.

(ii) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

(d) Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws and pursuant to the Registration Rights Agreement.

(e) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s Articles or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

(f) Operations. As of the date hereof, the Company has not conducted, and prior to the Business Combination Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of the Securities or the Public Units in the IPO.

(g) Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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(h) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(i) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

(j) No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders, has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Securities.

(k) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the IPO or the Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

4. FPS Closing Conditions.

(a) The obligation of the Purchaser to purchase the Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing, of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

(i) The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of Securities;

(ii) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;

(iii) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; provided, that, for purposes of this Section 4(a)(iii), a covenant, agreement or condition of the Company shall only be deemed to have not been performed if the Company has materially breached such covenant, agreement or condition and failed to cure within five (5) days after written notice of such breach has been delivered to the Company;

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(iv) No order shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser from the Company of the Securities; and

(b) The obligation of the Company to sell the Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing, of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:

(i) The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of Securities;

(ii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;

(iii) The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; provided, that, for purposes of this Section 4(b)(iii), a covenant, agreement or condition of the Purchaser shall only be deemed to have not been performed if the Purchaser has materially breached such covenant, agreement or condition and failed to cure within five (5) days after written notice of such breach has been delivered to the Purchaser; and

(iv) No order shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser from the Company of the Securities.

5. Termination. This Agreement may be terminated at any time prior to the FPS Closing:

(a) by mutual written consent of Transfix, the Company and the Purchaser; or

(b) automatically:

(i) upon the valid termination of the Business Combination Agreement in accordance with its terms; or

(ii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment.

In the event of any termination of this Agreement pursuant to this Section 5, the Purchase Price (and interest thereon, if any), if previously paid, and all the Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 5 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.

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6. General Provisions.

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:

G Squared Ascend I Inc.

205 N Michigan Ave

Suite 3770

Chicago, IL 60601

Attn: Tom Hoban, Chief Financial Officer

with a copy to the Company’s counsel at:

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Attn: Jocelyn M. Arel, Esq.

All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 6(a).

(b) No Finder’s Fees. Other than fees (whether deferred or otherwise) payable to UBS Investment Bank, which shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.

(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. The Original FPA is hereby amended and restated in its entirety; provided, that if this Agreement is terminated pursuant to Section 5(b)(i)(B), this Agreement shall be null and void and the terms of the Original FPA will be reinstated.

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company and the Purchaser hereby acknowledge and agree that Transfix is an express third party beneficiary of this Agreement. Each of the parties hereto acknowledge and agree that Transfix 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 Agreement and to enforce specifically the terms and provisions of this Agreement to cause the Company to cause, or directly cause, the Purchaser to fund the aggregate Forward Purchase Price and the Forward Purchase Warrant Price and cause the FPS Closing to occur if the conditions in Section 4 have been satisfied or, to the extent permitted by applicable law, waived.

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(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and delegate all or a portion of its rights and, obligations to purchase the Securities to one or more other persons or entities upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate of Purchaser; provided, further, that no such assignment or delegation shall relieve Purchaser of its obligations hereunder.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

(j) Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(k) Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(l) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of Transfix, the Company and the Purchaser.

(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(n) Expenses. The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants; provided, however, that the Company shall not be required to pay any costs or expenses of the Purchaser unless and until the Business Combination is consummated. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and resale of the Securities and the securities issuable upon conversion or exercise of the Securities.

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(o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. 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 Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this 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.

(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

PURCHASER:
G Squared Ascend Management I, LLC
By:	/s/ Larry Aschebrook
	Name: Larry Aschebrook
	Title: Manager
COMPANY:
G SQUARED ASCEND I INC.
By:	/s/ Ward Davis
	Name: Ward Davis
	Title: Chief Executive Officer

[Signature Page to Forward Purchase Agreement]

EX-10.4

Exhibit 10.4 

FORWARD PURCHASE AGREEMENT

This Forward Purchase Agreement (this “Agreement”) is entered into as of September 20, 2021, by and between G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”), and New Enterprise Associates 15, L.P., a Delaware limited partnership the “Purchaser”). Capitalized terms not defined in this Agreement shall have the meaning giving such terms in the Business Combination Agreement (as defined below).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-fifth of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction of a Warrant. The Company did not issue fractional Warrants other than as part of the Public Units. If, upon the detachment of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;

WHEREAS, the Registration Statement was declared effective on February 4, 2021;

WHEREAS, the Company intends to consummate the Company’s initial Business Combination (the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of September 20, 2021 (as may be amended, amended or restated or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company, Transfix, Inc., a Delaware corporation (“Transfix”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Transfix; and

WHEREAS, the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Business Combination (the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, the aggregate (i) number of forward purchase securities (the “Forward Purchase Securities”), with each Forward Purchase Security consisting of one Class A Share (the “Forward Purchase Share(s)”) and one-fifth of one Warrant (the “Forward Purchase Warrant(s)”), and (ii) the aggregate number of Forward Purchase Warrants, in each case, determined pursuant to Section 1(a)(i) hereof on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Sale and Purchase.

(a) Forward Purchase Securities and Forward Purchase Warrants.

(i) The aggregate number of Forward Purchase Securities and Forward Purchase Warrants that the Company shall be required to issue and sell, and the Purchaser shall be required to purchase, hereunder, and the aggregate purchase price to be paid for such Forward Purchase Securities and Forward Purchase Warrants, shall be determined as follows:

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A.            After the Company’s final determination of the aggregate number of SPAC Class A Ordinary Shares redeemed pursuant to the Redemption Rights (the “Redeemed Shares”) and the aggregate amount payable by the Company with respect to all Redeemed Shares (the “Redemption Amount”), but in no event later than two (2) Business Days after the redemption date (as set forth in the Registration Statement), the Company shall deliver a written notice to the Purchaser (such notice, the “Purchase Notice”) specifying: (I) the Redeemed Shares and the Redemption Amount; (II) the aggregate number of public Class A Shares purchased by Purchaser or any of its affiliates in transactions after the redemption date (as set forth in the Registration Statement) and prior to the delivery of the Purchase Notice (the “Acquired Public Shares”) and the aggregate amount paid by Purchaser and its affiliates with respect to all Acquired Public Shares (the “Acquired Public Share Purchase Price”); (III) the anticipated date of the Business Combination Closing; (IV) the aggregate number of Forward Purchase Securities and Forward Purchase Warrants and the aggregate Forward Purchase Price and Warrant Purchase Price, together with evidence of the calculations of such aggregate amounts reasonably satisfactory to Transfix; and (V) instructions for wiring the Forward Purchase Price and the Warrant Purchase Price.

B.             Subject to Section 1(a)(i)(D), the aggregate number of Forward Purchase Securities that the Company shall issue and sell, and the Purchaser shall purchase, in each case, pursuant to this Agreement (the “Final Number of Forward Purchase Securities”), shall equal: (I) the Committed Amount plus the Additional Amount; multiplied by (II) 0.1. The purchase price for each Forward Purchase Security purchased and sold pursuant to this Section 1(a)(i)(B) shall equal $10.00.

C.             In addition to the Final Number of Forward Purchase Securities, and subject to Section 1(a)(i)(D), the aggregate number of Forward Purchase Warrants that the Company shall issue and sell, and the Purchaser shall purchase, in each case, pursuant to this Agreement, shall equal a number of Forward Purchase Warrants equal to one-fifth of the Acquired Public Shares rounded down to the nearest whole Forward Purchase Warrant (the “Final Number of Forward Purchase Warrants”). The purchase price for each Forward Purchase Warrant purchased and sold pursuant to this Section 1(a)(i)(C) shall equal $0.0001 per whole Forward Purchase Warrant (the aggregate amount paid by Purchaser with respect to all Forward Purchase Warrants purchased and sold pursuant to this Section 1(a)(i)(C), the “Forward Purchase Warrant Price”).

D.            As used in this Agreement, (I) “Committed Amount” means an amount, which shall in no event be less than zero dollars ($0.00) or greater than fifty million dollars ($50,000,000), equal to fifty million dollars ($50,000,000) less the Acquired Public Share Purchase Price; (II) “Additional Amount” means an amount, which shall in no event be less than zero dollars ($0.00) or greater than fifty million dollars ($50,000,000), equal to the Redemption Amount less the amount, if any, by which the Acquired Public Share Purchase Price exceeds fifty million dollars ($50,000,000); and (III) “Forward Purchase Price” means the sum of the Committed Amount plus the Additional Amount. Notwithstanding anything in this Agreement to the contrary, in no event will the sum of the Forward Purchase Price plus the Acquired Public Share Purchase Price equal an amount greater than one hundred million dollars ($100,000,000).

(ii) Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO, and will be subject to the terms and conditions of the Warrant Agreement, dated as of February 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable thirty (30) days after the Business Combination Closing, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.

(iii) The closing of the sale of the Final Number of Forward Purchase Securities and Final Number of Forward Purchase Warrants, if any (the “FPS Closing”), shall be held on the same date and concurrently with the Business Combination Closing (such date being referred to as the “Closing Date”). At least one (1) Business Day prior to the Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the Final Number of Forward Purchase Securities and the Forward Purchase Warrant Price for the Final Number of Forward Purchase Warrants, in each case, by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the FPS Closing. Immediately prior to the FPS Closing on the Closing Date, (i) the Forward Purchase Price and the Forward Purchase Warrant Price shall each be released to the Company from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Final Number of Forward Purchase Securities and Final Number of Forward Purchase Warrants to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws, this Agreement, the Registration Rights Agreement (as defined below), the Sponsor Support agreement or the Surviving Corporation Bylaws, as applicable), registered in the name of the Purchaser (or its nominee(s)), or to a custodian designated by Purchaser (or its nominee(s)). In the event the Business Combination Closing does not occur within five (5) Business Days of the scheduled Closing Date, the FPS Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price and the Forward Purchase Warrant Price to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

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(b) Delivery of Forward Purchase Securities.

(i) The Company shall register the Purchaser as the owner of the Final Number of Forward Purchase Securities and Final Number of Forward Purchase Warrants purchased by the Purchaser hereunder (individually or collectively, the “Securities”) with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.

(ii) Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY, COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(c) Legend Removal. If the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will 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 that authorize and direct the transfer agent to transfer such Securities without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization or 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.

(d) Registration Rights. The Purchaser shall have registration rights with respect to the Securities pursuant to that certain Amended and Restated Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) to be entered into by the Company, Purchaser and certain other parties at the Business Combination Closing.

(e) Antitrust Laws. To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each of the Company and Purchaser agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than fifteen (15) Business Days after the date of this Agreement. The Company and Purchaser hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable, under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

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2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:

(a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation or organization and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

(d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

(e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.

(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s IPO and the proposed Business Combination, with the Company’s management.

(g) Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities, or any Class A Shares into which the Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Registration Statement was declared effective on February 4, 2021. The Purchaser understands that the offering of the Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Securities.

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(h) No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities.

(i) High Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.

(j) Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(k) No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.

(l) Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material non-public information relating to the Company.

(m) Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.

(n) Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with UBS Investment Bank or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority that participated as an underwriter in the IPO.

(o) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

3. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

(a) Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.

(b) Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Securities at the FPS Closing, and the securities issuable upon conversion or exercise of the Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Securities and the securities issuable upon conversion or exercise of the Securities has been taken or will be taken prior to the FPS Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

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(c) Valid Issuance of Securities.

(i) The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, and the Company’s amended and restated memorandum and articles of association (the “Articles”), and the securities issuable upon conversion of exercise of the Securities, when issued in accordance with the terms of the Securities and this Agreement, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, the Registration Rights Agreement, the Sponsor Support Agreement, the Surviving Corporation Bylaws, applicable securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(d) below, the Securities and the securities issuable upon conversion of the Securities will be issued in compliance with all applicable federal and state securities laws.

(ii) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

(d) Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws and pursuant to the Registration Rights Agreement.

(e) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s Articles or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

(f) Operations. As of the date hereof, the Company has not conducted, and prior to the Business Combination Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of the Securities or the Public Units in the IPO.

(g) Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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(h) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(i) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

(j) No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders, has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Securities.

(k) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the IPO or the Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

4. FPS Closing Conditions.

(a) The obligation of the Purchaser to purchase the Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing, of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

(i) The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of Securities;

(ii) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;

(iii) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; provided, that, for purposes of this Section 4(a)(iii), a covenant, agreement or condition of the Company shall only be deemed to have not been performed if the Company has materially breached such covenant, agreement or condition and failed to cure within five (5) days after written notice of such breach has been delivered to the Company;

(iv) No order shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser from the Company of the Securities; and

(b) The obligation of the Company to sell the Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing, of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:

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(i) The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of Securities;

(ii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;

(iii) The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; provided, that, for purposes of this Section 4(b)(iii), a covenant, agreement or condition of the Purchaser shall only be deemed to have not been performed if the Purchaser has materially breached such covenant, agreement or condition and failed to cure within five (5) days after written notice of such breach has been delivered to the Purchaser; and

(iv) No order shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser from the Company of the Securities.

5. Termination. This Agreement may be terminated at any time prior to the FPS Closing:

(a) by mutual written consent of Transfix, the Company and the Purchaser; or

(b) automatically:

(i) upon the valid termination of the Business Combination Agreement in accordance with its terms; or

(ii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment.

In the event of any termination of this Agreement pursuant to this Section 5, the Purchase Price (and interest thereon, if any), if previously paid, and all the Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 5 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.

6. General Provisions.

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:

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G Squared Ascend I Inc.
205 N Michigan Ave

Suite 3770

Chicago, IL 60601
Attn: Tom Hoban, Chief Financial Officer

with a copy to the Company’s counsel at:

Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Attn: Jocelyn M. Arel, Esq.

All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 6(a).

(b) No Finder’s Fees. Other than fees (whether deferred or otherwise) payable to UBS Investment Bank, which shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.

(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. The Original FPA is hereby amended and restated in its entirety; provided, that if this Agreement is terminated pursuant to Section 5(b)(i)(B), this Agreement shall be null and void and the terms of the Original FPA will be reinstated.

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company and the Purchaser hereby acknowledge and agree that Transfix is an express third party beneficiary of this Agreement. Each of the parties hereto acknowledge and agree that Transfix 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 Agreement and to enforce specifically the terms and provisions of this Agreement to cause the Company to cause, or directly cause, the Purchaser to fund the aggregate Forward Purchase Price and the Forward Purchase Warrant Price and cause the FPS Closing to occur if the conditions in Section 4 have been satisfied or, to the extent permitted by applicable law, waived.

(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and delegate all or a portion of its rights and, obligations to purchase the Securities to one or more other persons or entities upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate of Purchaser; provided, further, that no such assignment or delegation shall relieve Purchaser of its obligations hereunder.

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(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

(j) Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(k) Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(l) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of Transfix, the Company and the Purchaser.

(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(n) Expenses. The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants; provided, however, that the Company shall not be required to pay any costs or expenses of the Purchaser unless and until the Business Combination is consummated. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and resale of the Securities and the securities issuable upon conversion or exercise of the Securities.

(o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. 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 Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this 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.

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(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

PURCHASER:
NeW ENterprise associates 15, l.p.
By:	/s/ Louis Citron
	Name: Louis Citron
	Title: Chief Administrative Officer
COMPANY:
G SQUARED ASCEND I INC.
By:	/s/ Ward Davis
	Name: Ward Davis
	Title: Chief Executive Officer

[Signature Page to Forward Purchase Agreement]

EX-99.1

Exhibit 99.1

   

TRANSFIX, INC., A LEADING, NEXT-GENERATION DIGITAL FREIGHT PLATFORM,

TO BECOME A PUBLICLY TRADED COMPANY

THROUGH A BUSINESS COMBINATION WITH G SQUARED ASCEND I, INC.

■ Transfix is on a path to transform the highly-fragmented $1 trillion total transportation & logistics sector with a focus on reducing the massive amount of waste across the supply chain

■ Transfix utilizes proprietary technology, machine learning, and artificial intelligence combined with world-class operations to dynamically match thousands of freight transactions between shippers and carriers, simultaneously

■ Capacity-focused approach brings greater predictability, revenue, and operational efficiency to truck owners & drivers which in turn drives greater access, reliability, and savings to shippers

■ Asset-light business model has produced strong revenue growth, expanding gross margin and exceptional operating leverage

■ Grew revenues over 40% from $130 million in 2019 to $184 million in 2020 during the tumultuous impacts on freight logistics due to COVID-19

■ Transaction provides up to $405 million in gross cash proceeds to be used to accelerate growth initiatives.

■ In addition to the $345 million cash in trust, G Squared is leading a commitment of an incremental $60 million under Forward Purchase Agreements, plus up to another $50 million under G Squared’s Forward Purchase Agreement to backstop redemptions from G Squared Ascend I’s trust

■ Anticipated transaction close in First Quarter 2022

■ The combined company will list its shares of common stock on the NYSE under the ticker symbol “TF”

NEW YORK, NY, September 21, 2021 – Transfix Inc. (“Transfix”), a leading digital freight platform, today announced it has entered into a definitive business combination agreement with G Squared Ascend I, Inc. (“G Squared Ascend I”) (NYSE: GSQD), a special purpose acquisition company sponsored by affiliates of G Squared (“G Squared”), a growth-stage venture capital fund manager focused on the technology sector. The closing of the transaction is expected by the end of the first quarter 2022. The combined company is expected to be listed on the NYSE under the ticker symbol “TF”.

Transfix’s digital freight platform - powered by its proprietary technology, AI, and automation and underpinned with world-class operations - is transforming the traditional and digital freight sector, bringing together the world’s best shippers and carriers, and delivering a transparent, trusted, and sustainable freight ecosystem. Transfix works with some of the largest Fortune 500 companies as well as mid- and small sized shippers, and has built a strong carrier community across the U.S.

Transfix’s asset-light business model has produced strong revenue growth and a rapidly expanding gross margin with exceptional operating leverage. This is demonstrated by the company’s ability to grow revenue by over 40% in 2020, while gross profit grew over 100%, despite a highly-tumultuous freight environment caused by the global pandemic.

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Lily Shen, Transfix CEO and President, said, “We are thrilled to be partnering with G Squared on this significant milestone. They have been incredible partners who share our excitement about the opportunity ahead, and who bring invaluable expertise in and knowledge of our rapidly growing sector. With this transaction, Transfix is well-positioned to accelerate growth and innovation to drive our impact at scale. We are at the beginning of a new era for the freight industry.”

Drew McElroy, Transfix Co-founder and Chairman of the Board, stated, “This announcement marks an important moment in Transfix’s natural evolution to a public company. Our vision, since day one, has been to build the world’s most connected and intelligent freight platform. This marks the next important step in advancing and accelerating toward that goal.”

Larry Aschebrook, Founder & Managing Partner, G Squared and Chairman, G Squared Ascend I, commented, “Transfix’s leadership team has built a best-in-class business with an incredible team of freight industry and technology experts. The company has consistently delivered impressive growth and margin expansion and has demonstrated a clear path to profitability. We are delighted to continue our support of Transfix's industry-disruptive business as it raises the bar for the entire sector to move goods more sustainably.”

Ward Davis, CEO, G Squared Ascend I, said, “Transfix exceeds our many acquisition criteria for Ascend I. Impressively, its team managed through the pandemic and its incredibly volatile impact on freight with exceptional, industry-leading growth and returns. The company’s consistently strong financial performance, outstanding shipper spend retention, and growing list of top tier enterprise accounts fuel our conviction in this business combination.”

Transaction Overview

The merger marks an exciting and significant next step in a deep, multi-year partnership between Transfix and G Squared, a growth-stage venture capital fund manager with significant focus on the freight-tech sector. The relationship, which began in 2019, has been underscored by diligence, expertise, sustainability, and alignment. G Squared has been consistently impressed with the company’s growth across all key metrics including revenue, new partnerships, and a clear path to sustained profit.

The transaction implies a pro forma enterprise value for Transfix of $1.1 billion. Upon the closing of the transaction, existing Transfix shareholders are expected to own approximately 69% of the combined company, with G Squared Ascend I public stockholders owning approximately 24%.

G Squared Ascend I’s sponsor has agreed that 50% of its Transfix shares will be subject to forfeiture depending on post-closing share performance. By aligning compensation incentives with management, this structure represents G Squared’s long-term commitment to the investment. The Transaction will also include a Minimum Cash Condition of $200 million.

In addition to the $345 million cash in trust, G Squared is leading a commitment of an incremental $60 million under Forward Purchase Agreements, plus up to another $50 million under G Squared’s Forward Purchase Agreement to backstop redemptions from G Squared Ascend I’s trust.

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Following this transaction, Transfix is expected to have approximately $375 million of cash net of transaction expenses, assuming no redemptions by G Squared Ascend I’s public stockholders to accelerate its growth initiatives. In May, Transfix closed on a $50 million, (5 year) senior secured revolver/credit facility with MidCap Financial. Combining the large ABL facility with the cash to the balance sheet from this transaction provides Transfix approximately $400 million in liquidity which will be used to accelerate growth initiatives by further investing in product innovation and technology, new partnerships, geographic expansion, and strategic and targeted acquisitions. Key areas of focus will include alignment of drop and backhaul, and extending the platform into Less Than Truckload and all areas of managed transportation and logistics.

The ability to leverage its public equity for recruiting, M&A, and other strategic endeavors provides Transfix the opportunity to generate value for our shareholders and accelerate growth.

The boards of directors for both Transfix and G Squared Ascend I have unanimously approved the proposed business combination, which is expected to be completed in the first quarter of 2022, subject to, among other things, the approval by G Squared Ascend I’s stockholders of the merger; satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the proxy statement; the receipt of certain regulatory approvals; and approvals to list the securities of the combined company.

Lily Shen, Transfix’s Chief Executive Officer and President, and Drew McElroy, Transfix’s Co-Founder & Chairman of the Board of Transfix, will continue in their current roles along with the rest of the Transfix executive team.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by G Squared with the Securities and Exchange Commission and available at www.sec.gov.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to Transfix. Latham & Watkins LLP, O’Melveny & Myers, LLP, and McCarter & English, LLP are serving as legal counsel to Transfix.

UBS Securities LLC is serving as capital markets advisor to G Squared Ascend I. Goodwin Procter LLP is serving as legal counsel to G Squared Ascend I.

Investor Webcast and Conference Call

G Squared and Transfix will host a joint investor conference call to discuss the proposed transaction Tuesday, September 21, 2021 at 8:00AM ET. The conference call will be accompanied by a detailed investor presentation.

A webcast of the call will be available here and can also be accessed on the Transfix website here and on the G Squared Ascend I website here. For those who wish to participate by telephone, please dial 1-877-407-4018 (U.S.) or 1-201-689-8471 (International) and reference the Conference ID 13723249. A replay of the call will also be available via webcast here.

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About Transfix

Transfix is a market-leading, next-generation freight platform transforming the traditional and digital freight sector while bringing transparency, trust, and sustainability to the transportation ecosystem. The company combines deep industry expertise and a best-in-class carrier network with cutting edge technology. The result? Competitive pricing, superior service and reliability, and unmatched intelligence for optimizing the supply chain from start to finish. Today, the world's most recognized brands rely on Transfix's trusted carrier network, including six of the top ten retailers and five of the ten largest food and beverage brands in America. Transfix was named one of Forbes' "Next Billion-Dollar Startups" and is headquartered in the heart of New York City.

Visit Transfix online: transfix.io  | Connect with Transfix on social: Twitter  LinkedIn  Facebook

About G Squared

G Squared is a global venture capital firm that partners with dynamic companies throughout their life cycles as a complete capital solutions provider, working to create value for companies, investors, employees, and other stakeholders. The firm focuses on investments in growth-stage technology companies and has invested in nearly 100 portfolio companies since it was founded in 2011. The firm’s affiliate, G Squared Ascend, offers transformative private companies a path to public markets via SPAC. For more information on G Squared and its portfolio, visit: www.gsquared.com. For more information on G Squared Ascend, visit: www.gsquaredascend.com.

Important Information and Where to Find It

In connection with the proposed business combination involving G Squared Ascend I and Transfix, Transfix Holdings, Inc. (“Transfix Holdings”) will file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Registration Statement will include a proxy statement of G Squared Ascend I and a prospectus of Transfix Holdings. Additionally, G Squared Ascend I and Transfix Holdings will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC's website at www.sec.gov. Security holders of G Squared Ascend I are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination and related matters. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

G Squared Ascend I and its directors and officers may be deemed participants in the solicitation of proxies of G Squared Ascend I’s stockholders in connection with the proposed business combination. Transfix and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of G Squared Ascend I’s executive officers and directors in the solicitation by reading G Squared Ascend I’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the final prospectus for its initial public offering filed with the SEC on February 8, 2021, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of G Squared Ascend I’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

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No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities in respect of the proposed business combination and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements

The information in this press release, and oral statements made from time to time by representatives of G Squared Ascend I and Transfix may contain statements that are not historical facts but are “forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this press release, regarding G Squared Ascend I’s proposed business combination with Transfix, G Squared Ascend I’s ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, G Squared Ascend I and Transfix disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. G Squared Ascend I and Transfix caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either G Squared Ascend I or Transfix. In addition, G Squared Ascend I and Transfix caution you that the forward-looking statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against G Squared Ascend I or Transfix following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of G Squared Ascend I, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts G Squared Ascend I’s or Transfix’s current plans and operations as a result of the announcement of the transactions; (v) Transfix’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Transfix to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; (viii) rollout of Transfix’s business and the timing of expected business milestones, (ix) the effects of competition on Transfix’s business, (x) supply shortages in the materials necessary for the production of Transfix’s products, (xi) risks related to original equipment manufacturers and other partners being unable or unwilling to initiate or continue business partnerships on favorable terms, (xii) the termination or reduction of government clean energy and electric vehicle incentives, (xiii) delays in the construction and operation of production facilities, (xiv) the amount of redemption requests made by G Squared Ascend I’s public stockholders, (xv) changes in domestic and foreign business, market, financial, political and legal conditions, and (xvi) the possibility that Transfix may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of G Squared Ascend I’s final prospectus filed on February 8, 2021, Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, in each case, under the heading “Risk Factors,” and other documents of G Squared Ascend I filed, or to be filed, including the proxy statement/prospectus, with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in G Squared Ascend I 's periodic filings with the SEC, including G Squared Ascend I’s final prospectus for its initial public offering filed with the SEC on February 8th 2021. G Squared Ascend I’s SEC filings are available publicly on the SEC's website at www.sec.gov.

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Contacts:

Transfix:

Investors:

investors@transfix.io

Media:

media@transfix.io

G Squared

ascend@gsquared.com

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EX-99.2

Exhibit 99.2

 

Operator

Good morning, ladies and gentlemen. Welcome to the Transfix, Inc. (“Transfix”) and G Squared Ascend I Inc. (“G Squared Ascend I”) conference call. We appreciate everyone joining us today. The information we will discuss is qualified in its entirety by the information contained in the Form 8-K, including the exhibits thereto, that is being filed today by G Squared Ascend I with the SEC, which may be accessed on the SEC’s website at www.sec.gov. In conjunction with today’s discussion, we will be referring to an investor presentation, a copy of which is being filed as an exhibit to the aforementioned Form 8-K.

Joining us today are G Squared Ascend I’s Chairman, Larry Aschebrook, G Squared Ascend I’s CEO, Ward Davis, Transfix’s Co-Founder and Chairman, Drew McElroy, Transfix’s CEO, Lily Shen and Transfix’s CFO, Christian Lee.

You are encouraged to follow along and carefully review the disclaimers included therein. Before we begin, I would like to note that this call may contain forward-looking statements, including G Squared Ascend I Inc.’s and Transfix’s expectations of future financial and business performance and conditions, the industry outlook and the timing and completion of the transaction.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions, and they are not guarantees of performance. You are encouraged to read the Form 8-K, the accompanying press release and investor presentation, as well as other filings with the SEC for a discussion of the risks that can affect the business combination and the business of Transfix after completion of the proposed transaction.

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Hosting today’s call is Larry Aschebrook, Chairman of the Board of G Squared Ascend I Inc. With that I will turn the call over to Larry.

Larry Aschebrook: Chairman of the Board of G Squared Ascend I Inc.

Thank you. I'm excited and humbled to be here with Drew, Lily, and Christian, who will later share more information on their outstanding business. Before we turn it over to the Transfix team, let me provide an overview of G Squared Equity Management LP (“G Squared”), G Squared Ascend I and our long lasting partnership and investment with Transfix.

Following my comments, Ward Davis, G Squared Ascend I’s CEO, will provide an overview of our transaction.

G Squared has spent the last decade investing into the world’s leading, fastest growing and most dynamic technology companies across six tech-centric megatrends including Marketplaces, SaaS, Fintech/Insurtech, New Age Media, Sustainability and Mobility 2.0 which encompasses our firm’s far-reaching investment and research in the freight tech sector. Investors in our funds have enjoyed consistent top-quartile returns. Importantly, our investors also participate in our SPAC business, with all of the sponsor at risk capital held in our private funds; thus fully aligning interests between G Squared and our SPAC business.

Over the last several years, G Squared’s private funds have extensively researched the investment opportunities across the freight tech sector. We saw a significant opportunity for a fast-growing, tech-driven businesses to take share from legacy incumbents. Among all those companies researched, Transfix was a business that stood out; a tier one marketplace business with proprietary technology, strong execution, and importantly, a management team that consistently executes in-line or outperforms expectations. These important investment attributes were on full display in 2020 as Transfix out-performed expectations during the pandemic. Meeting Drew and the team, several years ago now, it was clear to us then, and it remains clear to us now that Transfix is disrupting the movement of freight.

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Our conviction in this business is further demonstrated by our committing 50% of our sponsor economics to a staggered earn-out based on share price performance, a minimum of a one-year lock-up on our vested portion and our leading of a $110 million Forward Purchase Agreement that serves to backstop this transaction; $60 million of which is committed to Transfix regardless of any redemptions

With that I will turn it over to Ward.

Ward Davis: CEO and Director G Squared Ascend I, Inc

Thank you, Larry. When we launched G Squared Ascend I we set out to identify a tier one, growth stage business that met our key acquisition criteria. I can confidently say that Transfix meets all of our criteria.

● Transfix has delivered outstanding, industry-leading growth within the freight tech sector, while also demonstrating intense discipline to produce improving rates of profitability. A trait that makes them truly unique compared to key freight-tech competitors.

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● Transfix operates in a large TAM - estimated to be over $1 trillion. The market is highly fragmented with numerous human touchpoints, and is ripe for technological disruption, which Transfix’s AI and Machine Learning driven solutions provide.

● Importantly, the company’s consistently strong financial performance, outstanding shipper spend retention, growing list of tier one enterprise accounts, and ever-increasing attachment rates of new freight-related services and SaaS products fuel our conviction in this business combination.

Let me provide more details on this transaction. This deal is valued at an enterprise value of $1.1 billion, which values Transfix at 2.4 times and 1.6 times 2022 and 2023 estimated revenue, respectively. We believe this valuation is attractive relative to recent private market transactions in freight tech, and to legacy peers, when adjusting for growth.

Transfix shareholders are rolling 100% of their equity ownership. Assuming no redemptions, existing Transfix shareholders will hold approximately 69% of the proforma equity while G Squared Ascend I shareholders will hold 24%.

Now I would like to turn our presentation over to Transfix co-founder and chairman, Drew McElroy.

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Drew McElroy: Co-Founder and Chairman of Transfix

Thank you, Larry. Thank you, Ward. Thank you everyone for listening. At Transfix our vision is to build the world's most connected and intelligent digital freight platform.

The two defining characteristics of trucking in the United States are that it is incredibly enormous, and incredibly wasteful. Trucking frustrates everyone who touches it, from the shipper who procures the services to the carrier and the driver who deliver the services. There are structural reasons for this. The vast majority of shippers who are doing the procurement of the trucking services are very large businesses. By and large, they are set up to procure services from other very large businesses. Conversely, trucking companies, for the most part, are very small. There are 3.9 million trucks in the United States and approximately 1 million trucking companies. You have an incredibly fragmented, incredible long tail of businesses. The result is lost time, lost money and needless emissions pumped into the air. That’s a staggering opportunity for innovation.

For these reasons, freight brokers have historically acted as an intermediary between shippers and carriers. Due to their lack of transparency or technology, or both, brokers would match one load with one truck. Generally, via the phone, generally with a lot of paperwork, and generally in a way that ensured only they knew what was happening. As a result, shippers very rarely knew where their goods were. Things would be late, and no one would know until hours later, at which time, obviously everyone is very angry. Truck drivers are also paid on a loaded mile basis. If they are sitting and waiting, driving empty or otherwise being lied to, they are losing money every minute they sit there.

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Another way to talk about the inefficiency in the industry is the percentage of miles that are driven empty. It is estimated that between 10% and 30% of truck miles are empty. This is billions of miles every year. In addition, there's such little information, transparency, and trust in the industry that approximately 25% of shipment requests that are already accepted are later rejected, even by drivers who have signed up for a specific load. The reality is, the network is a mess, and it is only getting worse.

Fortunately, Transfix is working to solve these issues. At its core Transfix aims to create value in many ways. Unlike a traditional broker that matches one shipment at a time, with no centralized planning or strategy, Transfix uses machine learning and artificial intelligence to dynamically match many shipments with many loads. The intent is to generate efficient matches, helping minimize empty miles and lost time, and aid in improving the efficacy of our customers’ networks.

With our industry leading technology, we’ve built capabilities that help automate every step in the process, from booking to billing. Our platform is able to pull in vast amounts of data that historical analog freight brokers may not have access to and cannot calculate dynamically. Everything from market conditions to weather conditions, to historical price curves, and current conditions on the ground, allow us to capture and utilize hundreds of data points per load, on every load that we price each year and therefore feed our machine learning and data model. This data is intended to drive efficient matching as well as the efficacy of the overall freight network.

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To summarize, our platform combines world-class logistics with data and automation to revolutionize the movement of freight. My dad started a freight brokerage in 1987 when I was five. I grew up around this business and listened to it every day. I saw the palpable frustration. The reason we started this was because I went to my family's logistics company and kept saying, "This is stupid. There has to be a better way to make this work." I left, and we started Transfix. We are incredibly excited about the opportunity, the value that we have created, and the momentum that we have.

Now I’m going to turn it over to Lily Shen, our CEO, to speak more about the current progress and where we are going.

Lily Shen: President and CEO of Transfix

Thank you, Drew.

The freight industry is truly ready for the next generation of digital transformation. The importance of technology innovation to create a more efficient and resilient supply chain is key in the world today, especially as e-commerce grows. Transfix represents the new way in which shippers, carriers and drivers - together - will drive a superior network and experience.

I joined Drew and Jonathan almost four years ago to help them turn the vision that you have heard about into a reality. Our team and venture investors have helped build some of the most iconic technology companies, including eBay, Etsy, Salesforce, Workday, and others, and possess an unwavering belief that Transfix will fix freight next.

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We have focused on building a business that brings together the best of the industry and software innovation with focus on rich proprietary data, AI, machine learning, resource process automation, and now cloud-based SaaS products.

Our business has incredible momentum. From 2016 to 2020, the business has grown at an annual CAGR of 81% to $184 million, while also more than doubling our gross profit in 2020. Our focus on driving sustainable growth and increasing margins has set us apart.

We work with some of the most sophisticated shippers. Last year, we drove an 88% increase in strategic accounts onto the platform and will look for ways to continue to grow these relationships. In 2020 alone, despite a very tough environment, our customers continued to grow with Transfix, reflected in Shipper Spend Retention of a 139%.

Furthermore, we have a high repeat carrier rate of 93%, that demonstrates the value and satisfaction we provide our carriers. This is a competitive advantage that supports predictability of supply, even with market or capacity swings. A strong and stable supply base is key to our customers’ success. And we have demonstrated value to carriers in helping to build their businesses, powered by our innovation and continued improvements in automation.

We are excited about our future which is driven by five key pillars:

● First, a top team led by experienced, entrepreneurial executives, people with proven success building companies, people with an unwavering commitment to improve the experience for shippers and carriers, and the broader ecosystem

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● Second, we are customer centered. We have partnered with and continue to build strong relationships with strategic shippers.

● Third, we have deep relationships with our carriers who seek to work with Transfix to run and grow their businesses. These businesses are the backbone of America, and we are here to help them thrive, expand and drive balanced lives.

● Fourth, we have world class technology. With our focus on AI, machine learning, resource process automation, and now cloud-based SaaS products, our technology has been built to drive efficiencies in an otherwise manual industry. And we've done so with an emphasis on building an end-to-end system that makes moving freight simpler, smarter and more sustainable.

● Lastly, with our core technology platform and growing base of customers and carriers, we believe we have an advantage and an ability to launch new offerings and serve even more of our customers’ needs.

I've spent over two decades building and scaling trusted marketplaces across a variety of verticals and sectors around the globe. And here at Transfix, I am proud of the team we’ve attracted, the passion they bring every day, and the impact they are having on the industry at large. Our management team has a unique blend of deep transportation industry experience, world-class technology experience and operating experience. Our executives have led organizations at various stages of growth from startups to large Fortune 500 companies.

Transfix’s strategic customers accounted for 89% of our 2020 revenue. Business with these key customers continues to grow as a result of our technology, unique service and relentless focus on execution. Execution whether moving essential goods urgently to replenish empty retail shelves, or helping high-growth companies fulfill demand, we are able to orchestrate rapid logistics responses to capture unforeseen demands.

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One important benefit of servicing these strategic customers is that many of them are moving goods between each other. Our platform has positioned us to help unlock network efficiencies for our customers. How do we do it? We do it by overlaying our shippers’ networks, as well as our carriers’ networks and preferences onto each other to identify and anticipate opportunities for our shippers and carriers. And we're able to do this at scale with our data platform, which we believe to be a massive opportunity to improve how the movement of goods is orchestrated.

Another unique aspect of our business model is our strong customer spend retention. Our ability to provide visibility, data and insights to our customers, while launching new offerings, has made Transfix an indispensable partner. These strategic customers also have a variety of needs across their supply chain; Transfix began by offering Full Truckload in the spot market, but we have since grown with our customers to offer a full suite of services including Contracted Freight, Drop Trailer, and Backhaul. This range of services allows us to create deep, strategic relationships with our customers and diversify our revenue streams.

As a result, each of our customer cohorts has at least doubled their spend with us over time, and we see them continuing to compound. We believe this is a result of the relationships we've built and the value we provide. In the same ways in which we drive relevancy in our shippers’ networks, we drive relevancy to carriers. This is not about just one-off load matching via a mobile app. We aim to provide a business solution to our carriers and a more predictable revenue stream, which enables them to grow their businesses, streamline operations, and keep their trucks moving.

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We understand the importance of visibility and analytics for shippers to best manage their entire networks or, in a carriers' case, better manage their fleet. This has led us to build and offer intelligent SaaS products, easy-to-use workflow tools with a simple, modern interface while powerfully leveraging our algorithms, data, and automation technology in a way that's tightly integrated with the execution of freight for both sides.

For shippers, we recently launched Transfix TMS, a transportation management system that is directly tied to our marketplace. We gain valuable data that we can provide to the customer in the form of insights. In addition, it will unlock more transactions to our core marketplace, and as we scale and penetrate more TMS customers, it will give them the ability to make better decisions and leverage our cloud platform to move freight. With the goal of increasing our share of customer transactions, we are actively working with our customers, we are building a pipeline and developing new features to rapidly expand our feature set and drive distribution of our software offering for the coming years.

For carriers, we launched Transfix FMS, an operating system for trucking companies. This solution is intended to give small trucking companies a new and better operating system, replacing Excel spreadsheets, laminated maps and landline telephones. We aim to utilize data to help them improve their operations and grow their businesses. We have begun providing this to our carrier partners as a way to drive stickiness in the marketplace.

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Bottom line, we believe there is a blue sky opportunity to grow each of our offerings and also introduce new ones to drive margin and grow the business. Let me end by sharing that we are here to drive trust and productivity gains for the whole industry. As we succeed with our partners, we firmly believe in the positive impact we'll have on shippers, carriers, drivers, the environment, as well as our employees and shareholders. We're just so excited about the opportunity ahead and to fulfill the promise of delivering on the most intelligent and connected freight platform.

I'll now turn it over to Christian to provide some perspective on our financials and long-term opportunities.

Christian Lee: CFO of Transfix

Thanks, Lily. We have a firm foundation for sustainable, profitable growth into the future. We have demonstrated our ability to grow both revenue and margin throughout a variety of market environments, including tight markets like 2018, as well as challenging markets like 2020. Our addressable market is massive, and we believe we are well positioned to grow 50-plus percent annually well into the future given the robust demand we see, deepening relationships with new and existing shippers, and a range of product offerings that leverage our core technology platform and industry expertise.

I want to quickly highlight the impressive results of 2020 given the constantly changing environment during the pandemic. Early in the year, the team made the tough decision to reduce overall headcount and investment as trucks and shipments stopped moving in the height of the pandemic. However, when demand started coming back, the previous investments Transfix had made in automation and systems combined with deep in-house industry expertise meant we were able to pivot quickly to take share and grow revenue. As a result, despite an incredibly challenging environment in 2020, we still managed to grow annual revenue over 40% while also growing gross margin more than a 100%, and we see that momentum continuing into 2021, where we expect to grow revenue more than 50% year over year, along with continued margin improvement.

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As we look out into 2022 and beyond, given the robust demand we see in the market, our deepening relationships with shippers and carriers, and the capital that this transaction will provide, we see numerous areas for investment that we believe will allow us to accelerate growth into 2022 and sustain it from there. These investments include continuing to build out our product offerings in the core business, including further investments in our existing higher margin products, like Drop and Backhaul, and extending our platform into Less-than-Truckload, Managed Transportation, and other services over time. In addition, we plan to continue to invest in our SaaS products, including both product and sales and marketing, given the significant market potential and initial positive reception we’ve seen. We expect these investments in product extensions to result in meaningful revenue growth and, as highlighted in our materials, to operate at generally higher gross margins than our Full Truckload business. As a result, we expect to grow gross margin meaningfully faster than revenue over the projection period

Overall, we expect that through increased scale, ongoing investments and enhancements of our data and automation platform, and continued growth of existing and new products, we can grow gross margin from 5.5% in 2020 to over 20% by 2025. We expect over two thirds of this expansion will come from our core marketplace and services businesses including, but not limited to, Full Truckload, Less than Truckload, Drop Trailer, Backhaul, and Managed Transportation, with the remainder coming from our SaaS products

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When we look at our operating expenses our automation platform, centralized operating model and disciplined approach to costs generally, we expect operating costs to continue to come down as a percentage of revenue and we additionally expect revenue and gross margin will grow meaningfully faster than operating expenses in the coming years, resulting in being EBITDA positive at the end of 2023 and driving meaningful EBITDA generation in 2024 and beyond.

Taking all of this together, we are incredibly excited about the opportunity ahead of us. The teams at Transfix and G Squared Ascend thank you for your time and interest in this exciting business combination and we look forward to sharing our progress with you as we move ahead.

Disclaimers

Important Information and Where to Find It

In connection with the proposed business combination involving G Squared Ascend I and Transfix, Transfix Holdings, Inc. (“Transfix Holdings”) will file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Registration Statement will include a proxy statement of G Squared Ascend I and a prospectus of Transfix Holdings. Additionally, G Squared Ascend I and Transfix Holdings will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC's website at www.sec.gov. Security holders of G Squared Ascend I are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination and related matters. The information contained on, or that may be accessed through, the websites referenced in this presentation is not incorporated by reference into, and is not a part of, this presentation.

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Participants in the Solicitation

G Squared Ascend I and its directors and officers may be deemed participants in the solicitation of proxies of G Squared Ascend I’s stockholders in connection with the proposed business combination. Transfix and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of G Squared Ascend I’s executive officers and directors in the solicitation by reading G Squared Ascend I’s final prospectus for its initial public offering filed with the SEC on February 8, 2021, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of G Squared Ascend I’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities in respect of the proposed business combination and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Forward Looking Statements

The information in this presentation may contain statements that are not historical facts but are “forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this presentation, regarding G Squared Ascend I’s proposed business combination with Transfix, G Squared Ascend I’s ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, G Squared Ascend I and Transfix disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation. G Squared Ascend I and Transfix caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either G Squared Ascend I or Transfix. In addition, G Squared Ascend I and Transfix caution you that the forward-looking statements contained in this presentation are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against G Squared Ascend I or Transfix following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of G Squared Ascend I, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts G Squared Ascend I’s or Transfix’s current plans and operations as a result of the announcement of the transactions; (v) Transfix’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Transfix to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; (viii) rollout of Transfix’s business and the timing of expected business milestones, (ix) the effects of competition on Transfix’s business, (x) supply shortages in the materials necessary for the production of Transfix’s products, (xi) risks related to original equipment manufacturers and other partners being unable or unwilling to initiate or continue business partnerships on favorable terms, (xii) the termination or reduction of government clean energy and electric vehicle incentives, (xiii) delays in the construction and operation of production facilities, (xiv) the amount of redemption requests made by G Squared Ascend I’s public stockholders, (xv) changes in domestic and foreign business, market, financial, political and legal conditions, and (xvi) the possibility that Transfix may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this presentation, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of G Squared Ascend I’s final prospectus filed on February 8, 2021, Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, in each case, under the heading “Risk Factors,” and other documents of G Squared Ascend I filed, or to be filed, including the proxy statement/prospectus, with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in G Squared Ascend I 's periodic filings with the SEC, including G Squared Ascend I’s final prospectus for its initial public offering filed with the SEC on February 8th 2021. G Squared Ascend I’s SEC filings are available publicly on the SEC's website at www.sec.gov.

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EX-99.3

Exhibit 99.3

Driving the future of freight

2 Confidential and Proprietary Disclaimer Disclaimer This confidential presentation (the “presentation”) is being delivered to you by Transfix, Inc.(“Transfix”) and G Squared Ascend I Inc.(“G Squared Ascend”) for use by Transfix and G Squared Ascend in connection with their proposed business combination and the offering of the securities of the post- business combination company (the “Transaction”). This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Transfix. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Transfix or G Squared Ascend is prohibited. By accepting this presentation, each recipient and its directors, partners, officers, employees, attorney(s), agents and representatives (collectively, the “recipient”) agrees:(i) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to return or destroy all copies of this presentation or portions thereof in its possession following the request for the return or destruction of such copies. This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Transaction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Transfix. The recipient agrees and acknowledges that 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. No representation or warranty, express or implied, is or will be given by Transfix or G Squared Ascend or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Transaction and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Transfix and G Squared Ascend disclaim any duty to update the information contained in this presentation. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Transfix’s and G Squared Ascend’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Transfix’s and G Squared Ascend’s expectations with respect to and anticipated financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction and the timing of the completion of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of G Squared Ascend’s registration statement on Form S-1. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form S-4 relating to the Transaction, which is expected to be filed by Transfix Holdings, Inc (“Transfix Holdings”) with the Securities and Exchange Commission (the “SEC”) and other documents filed by G Squared Ascend from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside Transfix’s and G Squared Ascend’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to:(1) the outcome of any legal proceedings that may be instituted against G Squared Ascend or Transfix following the announcement of the Transaction;(2) the inability to complete the Transaction, including due to the inability to concurrently close the business combination or due to failure to obtain approval of the stockholders of G Squared Ascend;(3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Transaction;(4) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction;(5) the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and vendors and retain key employees;(6) costs related to the Transaction;(7) changes in the applicable laws or regulations;(8) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors;(9) the impact of the global COVID-19 pandemic and (10) other risks and uncertainties indicated from time to time described in G Squared Ascend’s registration on Form S-1 and in Transfix Holdings proxy statement/prospectus on Form S-4, including those under “Risk Factors” therein, and in G Squared Ascend’s other filings with the SEC. Transfix and G Squared Ascend caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither Transfix nor G Squared Ascend undertakes or accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Industry and Market Data In this presentation, Transfix and G Squared Ascend rely on and refer to certain information and statistics regarding the markets and industries in which Transfix competes. Such information and statistics are based on Transfix’s management’s estimates and/or obtained from third-party sources, including reports by market research firms and company filings. While Transfix believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Neither Transfix nor G Squared Ascend has independently verified the accuracy or completeness of the information provided by the third-party sources. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and Transfix’s and G Squared Ascend’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, © or ® symbols, but Transfix and G Squared Ascend will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.

3 Confidential and Proprietary Disclaimer Financial Information This presentation contains certain estimated preliminary financial results and key operating metrics for the quarter ended March 31, 2021, and the historical financial information respecting Transfix contained in this presentation has been taken from or prepared based on historical financial statements of Transfix, including unaudited financial statements for its fiscal years ended 2016, 2017, 2018, 2019, and 2020 and fiscal quarters ended March 31, June 30, September 30, and December 31 for the years 2018, 2019, 2020, and 2021. This information is preliminary and subject to adjustment in connection with the completion of the audit for the fiscal years ended 2019, and 2020 and the quarterly closing process for the fiscal quarters ended March 31st, June 30th, September 30th, and December 31st for the years 2020 and 2021. As such, Transfix’s actual results and financial condition as reflected in the financial statements that will be included in the registration statement on Form S-4 for the proposed Transaction may be adjusted or presented differently from the historical financial information herein, and the variations could be material. Non-GAAP Financial Measures Certain of the financial measures included in this presentation, including Adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles (“GAAP”), and constitute “non-GAAP financial measures” as defined by the SEC. Transfix has included these non-GAAP financial measures (including on a forward-looking basis) because it believes they provide an additional tool for investors to use in evaluating the financial performance and prospects of Transfix or any successor entity of the Transaction. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. In addition, these non-GAAP financial measures may differ from non-GAAP financial measures with comparable names used by other companies. See the Appendix for a description of these non-GAAP financial measures and a reconciliation of the historic measures to Transfix’s most comparable GAAP financial measures. Note however, that to the extent forward-looking non-GAAP financial measures are provided herein, they are not reconciled to comparable forward-looking GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Use of Projections This presentation also contains certain financial forecasts, including but not limited to Gross Revenue, Gross Profit, Income from Operations, and Adjusted EBITDA. Neither Transfix’s nor G Squared Ascend’s independent auditors have studied, reviewed, compiled or performed any procedures with respect to the 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. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of Transfix’s or G Squared Ascend’s control. While all financial projections, estimates and targets are necessarily speculative, Transfix and G Squared Ascend believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Participation in Solicitation Transfix, G Squared Ascend, Transfix Holdings and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of G Squared Ascend’s shareholders in connection with the proposed Transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Transaction of G Squared Ascend’s directors and officers in G Squared Ascend’s filings with the SEC, including G Squared Ascend’s registration statement on Form S-1, which was originally filed with the SEC on 02/08/2021. To the extent that holdings of G Squared Ascend’s securities have changed from the amounts reported in G Squared Ascend’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to G Squared Ascend’s shareholders in connection with the proposed Transaction will be set forth in the proxy statement/prospectus on Form S-4 for the proposed Transaction, which is expected to be filed by G Squared Ascend’s with the SEC. Investors and security holders of Transfix and G Squared Ascend are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed Transaction. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Transfix and G Squared Ascend through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by G Squared Ascend can be obtained free of charge by directing a written request to and G Squared Ascend I Inc., 205 N. Michigan Ave, Suite 3770, Chicago, IL 60601. Telephone: 312-552-7160,E-mail: ir@gsquared.com .

Confidential and Proprietary 4 Overview of 1. Source: G Squared. As of June 2021 2. G Squared Fund IV performance as of 5/10/2021 About G Squared G Squared is a growth-stage venture capital fund manager focused on the technology sector. Founded in 2011,G Squared has deployed over $2B into the asset class.G Squared has been recognized by Institutional Investor and Preqin as one of the most consistently top performing venture capital fund managers in the world. SUSTAINABILITY NEW AGE MEDIA & SOCIAL MOBILE FINTECH / INSURTECH MARKETPLACES SaaS MOBILITY 2.0 Target Sectors Select Portfolio Companies 50 TOTAL ACTIVE POSITIONS 1 72% REALIZED GROSS IRR TO DATE 2 >$2B TOTAL CAPITAL DEPLOYED 1 27 INVESTMENT PROFESSIONALS 1

Confidential and Proprietary 5 Ascend I Acquisition Criteria Investment Highlights Tier 1 Growth Business ✓ 1 Transfix has consistently delivered strong revenue growth and margin expansion relative to other freight-techs Large TAM/Runway for Growth ✓ 1 $680B+ in US trucking spend, $380B+ in US freight service spend 1 and $3B+ in US freight software spend 2 Disruptive Technology ✓ 1 Freight-Tech pioneer driving sustained volume growth through preeminent innovation Deep Moats ✓ 1 Transfix posts compelling enterprise cohort growth, customer retention and per account growth metrics Outstanding Unit Economics ✓ 1 Asset light business model with exceptional ROIC profile Clear Path to Profitability ✓ 1 Rapidly expanding gross profit margin with lean and leverageable operating costs Outstanding Management ✓ 1 Seasoned team with highly complementary skill sets that performed incredibly well in 2020 + ▪ All capital contributed from G Squared funds, aligning interests with GSQD shareholders ▪ High caliber leadership team with a strong track record of value creation ▪ Extensive investments and strategic dialogue across the freight tech sector ▪ Committed to partner and assist Transfix’s management team to address the significant market opportunity ahead Ascend I Overview Long-term Partnership ▪ G Squared has been invested in Transfix since 2019 ▪ Transfix’s business operates in 5 of our 6 core megatrends o Mobility 2.0, Marketplaces, SaaS, FinTech, Sustainability ▪ 50% of the sponsor shares in the form of a long-term earn out ▪ Minimum one-year lock-up on shares and warrants 1. Source: 2020 CSMP State of Logistics Report. Industry size reflects 2019 industry data. 2. Source: Technovia Research “Global Transportation Management Systems (TMS) Market 2020-2024”. Industry size reflects estimated 2021 market size.

Confidential and Proprietary 6 Transaction Overview Issuer ▪ G Squared Ascend I Inc. (NYSE: GSQD) FPA Investment at 0% redemptions ▪ $60mm Price ▪ $10 per common share Pro Forma Valuation ▪ $1.1bn (Enterprise Value) ▪ $1.4bn (Equity Value) Backstop ▪ $110mm Forward Purchase Agreement from G Squared Equity Management and NEA Use of Proceeds ▪ Growth capital +

7 Confidential and Proprietary Today’s Presenters Drew McElroy Co-Founder, Chairman Lily Shen President & CEO Christian Lee CFO Larry Aschebrook Chairman of the Board Ward Davis Chief Executive Officer

Confidential and Proprietary The Opportunity 8

9 Confidential and Proprietary Our vision is to build the world’s most connected & intelligent freight platform Transfix is a B2B Marketplace powered by AI and Machine Learning

10 Confidential and Proprietary The Transfix Difference Watch our Story

11 Confidential and Proprietary $680B+ 2019 US Trucking Spend 1 $3B+ 2020 US Freight Software Spend 3 $380B+ 2019 US Freight Services 1 Dislocated Supply & Demand Billions of wasted miles, hours, and dollars Freight Logistics is a Massive Market with Extreme Inefficiencies Shippers 1M+ Firms 6 Carriers 3.9M Trucks / 900K+ Carriers 4 Largest Player <2% 5 Traditional Brokers 17K freight brokers 2 Largest Player <3% 5 1. Source: 2020 CSMP State of Logistics Report. Industry size reflects 2019 industry data. 2. Source: BMO Capital Research, “Digital Divide: Upending Freight Brokerage” published November 2020 3. Source: Technovia Research “Global Transportation Management Systems (TMS) Market 2020-2024”. Industry size reflects estimated 2021 market size. 4. Source: American Trucking Association Data. Trucks & For-hire Carriers in operation during 2019. 5. Company estimate. Based on 2020 CHRW Revenue of $16.2B, per CHRW’s 2020 10-K, over the total 2019 US Trucking Spend of $680B. Largest US Carrier company is JBHT, with 2020 Revenue of $9.6B per the JBHT 2020 10-K, over the total 2019 US Trucking spend of $680B. 6. Source: 2018 US Census. Total Number of Firms with over 10 employees in the USA in 2018. 11

12 Confidential and Proprietary I’ve been waiting for 8 hours! Why haven’t I been paid? I have to drive back empty again? Why didn’t you tell me the load was cancelled? A Broken Model that Results in Bad Outcomes for Everyone Analog Broker Human-driven process Phone and email communication Purely transactional relationship with carriers No data collected, no optimization of routes Where is my shipment? Why am I getting charged more? Why didn’t you tell me there was a problem? Why would you reject the load after telling me you could find a truck? 1. Source: FMSCA, “Estimates Show Commercial Driver Detention Increases Crash Risks and Costs, but Current Data Limit Further Analysis”, 2018. Data based on 2013 sources. 2. Source: BMO Capital Research, “Digital Divide: Upending Freight Brokerage” published November 2020. 3. Source: FreightWaves OTRI Index Average YTD for 2021. 4. Source: American Trucking Associations, 2020. 5. Source: Wall Street Journal: “Trucking Failures Surged Last Year Under Pandemic”, 2021. ....Drives Bad Results... A Bad Process... $1.3B in lost trucker wages from waiting annually 1 10 - 30% of Miles Driven Empty (10B+ per year) 2 ~25% of Shipment Requests are Rejected 3 … And it's only getting worse... 100K Driver shortage projected by 2023 4 Trucking bankruptcies increased 185% from 2019 - 2020 5 E-Commerce puts greater pressure on the supply chain

13 Confidential and Proprietary ■ Shippers get more reliable and better quality service from a curated carrier network More Efficient ■ Transfix automates the process, reducing human touch points and load booking time to minutes or instantaneously ■ All parties in the marketplace benefit from superior network dynamics Superior Economics ■ Transfix systems have the ability to reduce empty miles for carriers Transfix is Building the Solution Our Vision: Build the world’s most connected, intelligent freight platform Better Service Sustainable 13

14 Confidential and Proprietary Transfix Technology Reduces Waste & Inefficiency TRADITIONAL BROKER TRANSFIX SOLUTION 1-to-1 matching of truck to load Machine Learning Data Models drive network level efficiency and optimization for shippers and carriers × No Transparency × No Aggregated Volume × No Efficiency Across the Lifecycle of the Shipment ✓ Automated Matching at Scale ✓ Reduced cost per transaction ✓ Increased Transparency & Reliability

15 Confidential and Proprietary Shipper Our Technology Platform, Stark, Drives our Entire Ecosystem Carrier Pricing Tendering Scheduling Booking Visibility Scheduling Booking Visibility Invoicing Analytics Analytics Market Conditions Transfix Team Members Historical Cyclicality Lane Risk Profile Transfix OS

16 Confidential and Proprietary High Take Rate per Transaction Gross Profit per load: $141 1 Massive industry with incredibly high estimated transaction volume ~500M+ loads per year 2 However, growing volume has historically required equivalent growth in headcount, commissions, and associated costs Largest Player Market Share: <3% 3 EBITDA Margins: 5-7% 4 A Marketplace Ripe for Disruption Note: These metrics do not constitute going-forward KPIs 1. Transfix Q1 2021 Revenue & Gross Profit per load. 2. Company estimate: 11.84B tonnes of freight moved in the US in 2019 per the American Trucking Association, with an average maximum dry van weight of 45,000 pounds is an implied minimum volume of 526M shipments per year. 3. Company estimate. Based on 2020 CHRW Revenue of $16.2B, per CHRW’s 2020 10-K, over the total 2019 US Trucking Spend of $680B. 4. Source : CHRW & LSTR 2020 10-Ks, per Factset. 2020 EBITDA Margins of CHRW and LSTR. Transfix has built the first platform that leverages data, automation, and industry expertise to improve the process for all parties and grow revenue and gross profit efficiently

17 Confidential and Proprietary Scale and Additional Products Drive Continual Improvement Shippers Core platform drives efficiency & scale Each transaction improves the marketplace and the profitability of each lane Software benefits everyone in the marketplace and drives economies of scale Transparency creates trusted partners and fair pricing Deep data collection enables automated pricing & matching Carriers Digital Experience Transfix AI-driven process Shippers receive real-time rates and send volume via API, EDI or Transfix UI Carriers automatically selected based on key criteria to receive offers Visibility Analytics Invoicing Pricing Tendering Scheduling Confidential and Proprietary

Confidential and Proprietary 18 2022 Focus Over 17M Environmental Eliminate empty miles, reducing emissions and fuel usage Social Drive diversity and impact at corporate and carrier level Governance Operate with thoughtful policies and a diverse board Transfix is committed to Environmental, Social, and Governance Leadership Sustainability has been at the forefront of the Transfix journey since the company's founding in 2013. Our work is just getting started. In 2022, we will begin to formally measure and report on all the core components of our sustainability efforts. As an organization, we are committed to address environmental issues including Greenhouse Gas Emissions, fuel consumed, reduction of empty miles, and air quality. We’ve accomplished a lot in the last eight years, and look forward to continuing our mission. 2021 Highlights EPA SmartWay Certified Total Estimated Empty Miles Saved 2021: 2021 Claims to Total Loads Ratio = 0.03% Claim 2021 Estimated Payouts To Small and Medium Carriers: Approx. 50% POC 4 ERGs: Over $145M 40% of the board are women (2 of 5 board members) 50% of executive roles are held by women Employee Base

Confidential and Proprietary The Business 19

20 Confidential and Proprietary -$20 $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 $0.0 $5.0 $10.0 $15.0 $20.0 FYE 2016 FYE 2017 FYE 2018 FYE 2019 FYE 2020 Revenue ($M)Gross Profit ($M) -$20 $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 $0.0 $5.0 $10.0 $15.0 $20.0 FYE 2016 FYE 2017 FYE 2018 FYE 2019 FYE 2020 Revenue ($M)Gross Profit ($M) Note: These metrics do not constitute going-forward KPIs 1. Enterprise Shipper Spend Retention defined as the sum of all revenue generated from Enterprise accounts in 2020 divided by all existing Enterprise accounts in 2019. Does not include revenue generated from Enterprise accounts acquired in 2020. 2. Strategic Accounts defined as customers that have spent at least $40,000, or $10,000 per quarter, with Transfix in the previous 12 months, and generate either over $1B in revenue or $20M in annual FTL freight spend, per Transfix estimates. Annual numbers calculated as the average number of Strategic Customers in the prior 4 quarters. 3. Repeat carrier % defined as all the percentage of total volume executed by Transfix that is managed by carriers that have been onboarded and executed at least one load with Transfix. 4. Automation index is the sum of all shipments that are either Auto Bid, Auto Built, Auto Tendered, Auto Scheduled, Auto Tracked or Auto Invoiced divided by total number of shipments during the calendar year. 88% Increase in Strategic Accounts in 2020 2 Strong Results & Momentum 41% 2020 Revenue Growth 104% 2020 Gross Profit Growth 139% 2020 Enterprise Shipper Spend Retention 1 93% 2020 Repeat Carrier Rate 3 36% 2020 Increase in Automation 4 66% 84% 41% 150% FYE 2018 FYE 2017 FYE 2016 FYE 2019 FYE 2020

21 Confidential and Proprietary 3. Deepening Carrier Relationships 4. Data & Automation 5. Leveraging the Core Platform Into New Business Lines 1. Building the Strongest Team 2. Growing Relationships with Strategic Customers Our Business is Driven by Five Key Pillars

22 Confidential and Proprietary Engineering Product Data Legal Marketplace Supply Sales Mike Brittain VP of Engineering Leonard Tancuan VP of Product Scott Sokoloff VP of Data & Analytics Nick Smolansky General Counsel Marissa Ash VP of Marketplace Strategy Jonathan Rojas VP of Carrier Management Shane Duncan VP of Sales Sophie Dabbs Chief Commercial Officer Seasoned Management Team Brian Christman Chief People Officer Jonathan Salama Co-Founder, CTO Drew McElroy Co-Founder, Chairman Christian Lee CFO Lily Shen CEO & President C.H. Robinson

23 Confidential and Proprietary 65% 70% 75% 80% 85% 90% 10 20 30 40 50 60 70 Growth in Strategic Customers Note: These metrics do not constitute going-forward KPIs 1. Strategic Accounts defined as customers that have spent at least $40,000, or $10,000 per quarter, with Transfix in the previous 12 months, and generate either over $1B in revenue or $20M in annual FTL freight spend, per Transfix estimates. Annual numbers calculated as the average number of Strategic Customers in the prior 4 quarters. Number of Strategic Accounts1 Revenue from Strategic Accounts as % of Total Revenue 2017 to Q1 2020, grew Strategic Accounts by over 4X... …While driving more of our total revenue from Strategic Accounts Transfix Customers: 35% 78% 88%

24 Confidential and Proprietary Cohort Year 1 Year 2 Year 3 Year 4 Year 5 CAGR Pre-2017 1.00x 1.56x 1.53x 2.16x 2.83x 30% 2017 1.00x 2.15x 2.56x 1.97x 25% 2018 1.00x 2.06x 4.49x 112% 2019 1.00x 2.01x 101% Driven by Meaningful Shipper Spend Retention Revenue per Enterprise Cohort, indexed to year 1 - including 2020 Note: Sourced form Transfix internal technology. These metrics do not constitute going-forward KPIs

25 Confidential and Proprietary 0 25 50 75 100 125 2018 2019 2020 0% 25% 50% 75% 100% Low Density Mid Density High Density Loads per Carrier for Top 500 Carriers Focus on Improving the Carrier Experience & Economics Shipment Density by State 1 Note: These metrics do not constitute going-forward KPIs 1. Shipment density defined as number of shipments delivered in a state, with <500, being low density, 500-1,000 being mid density, and >1,000 being high density. Includes Canadian provinces. 2. Repeat carriers defined as all carriers that we have have been onboarded to the Transfix platform at least once prior to executing the shipment. % Volume Managed by Repeat Carriers 2 We are focused on Mid-Sized Carriers, who are generally strong operators with limited sales and back-office capacity 0 5 10 15 20 25 85% 90% 95% 100% Number of Carriers (000's)Repeat Carrier Rate

26 Confidential and Proprietary Traffic on route Our Advantage: Data and Automation Market Lane Data Meaningful improvements in accuracy With step function improvements in automation 272 Unique features per load 1 420K Loads Executed 3 18K Daily Lanes Priced 2 218M Miles Executed 3 Carrier lane preferences Pickup/dropoff appointment times Equipment required 4 Note: These metrics do not constitute going-forward KPIs 1. Sourced from Stark, our internal technology platform. Includes all features considered in development as of June 2021. 2. Sourced from Stark, our internal technology platform. Forecasted line haul rates for all lanes. Calculated daily as of June 2021. 3. Loads & miles executed since 2013. includes all shipments that are not TONU. 4. Sourced from Stark, our internal technology platform. Prediction accuracy defined as the difference between the predicted volatility in price on a given lane and the actual volatility, as defined by DAT listed prices. Lane carrier density Distance to population center Historical carrier performance Pickup/dropoff expected wait times Carrier safety rating Load bundling opportunities Auto-Bid Auto-Build Auto-Schedule Auto-Tender Auto-Tracked Auto-Invoiced Focused on Automating Each Step of the Transaction

27 Confidential and Proprietary 10% 15% 20% 25% 30% 2017 2018 2019 2020 Q1 2021 Core Platform Drives Efficiencies & Economies of Scale Automation Index 1 Processing Costs + G&A as a % of Revenue 2 Note: These metrics do not constitute going-forward KPIs 1. Sourced from Stark, our internal technology platform. Automation index is the sum of all shipments that are either Auto Bid, Auto Built, Auto Tendered, Auto Scheduled, Auto Tracked or Auto Invoiced divided by total number of shipments 2. Processing costs includes all costs associated with Account Management, Carrier Management, Compliance, Claims, Cargo Insurance, and Errors Automation drives increasing number of ‘touchless’ transactions and increases efficiency

28 Confidential and Proprietary Drop & Backhaul have Gained Momentum Since Launch Drop Performance since Launch Backhaul Performance since Launch 25% Gross Profit per Transaction Note: figures are sourced from Stark, our internal technology platform. These metrics do not constitute going-forward KPIs

29 Confidential and Proprietary Operating Platform Transfix Marketplace Software Strengthens the Core Platform and Extends Relationships Management and optimization across all modes of transportation Full visibility and analytics to track performance Real-time and dynamic access to freight to increase fleet utilization Easy-to-use interface to reduce manual processes and pain points

30 Confidential and Proprietary TMS is the Next Opportunity we’ve Launched 46% Routed to Transfix 1 54% Routed to Other Carriers 1 Summary ■ Transfix generates gross profit either via freight routed to our marketplace, or on a fee basis for each transaction routed to other carriers ■ We are continuing to develop new features that will allow us to deepen wallet share with our existing customers and sell to large shippers Launched in Q1 and are actively building the pipeline Transfix executes freight and generates gross profit on each load Transfix receives a fee on each transaction 1. All data sourced from Stark, our internal technology platform. Percent of shipments routed in the month of May 2021. These metrics do not constitute going-forward KPIs Customer #1

31 Confidential and Proprietary Margin target : 25% Margin target: 5 - 15% Margin target: 100% (3-5% of FUM) Margin target: 12 - 15% Margin target: 65 - 85% Margin target: 15 - 25% Margin target: 15%+ Margin target: 5 - 17% Platform Expansion Roadmap $56B5 $322B4 $3B2 $65B3 FTL Backhaul Additional Services FTL Live FTL Drop LTL SaaS Mode Expansion Managed Transportation 2020 2021E 2022E 2023E 2024E 2019 2025E 2013 $683B $1T $1.5T+ $615B $513B6 TAM 8 $615B1 1. Source: 2020 CSMP State of Logistics. $615B includes approx. $307B for-hire truckload spend and $308B Private Fleet spend. 2020 TAM sizes. 2. Source: Technovia Research “Global Transportation Management Systems (TMS) Market 2020-2024” 3. Source: 2020 CSMP State of Logistics 4. Source: 2020 CSMP State of Logistics. Includes approx. $48B in Ocean, $75B in Air, and $84B in rail, and $114B in parcel. 5. Estimated spend of 3-5% of US logistics spend per year. Shipper administrative costs, per CSMP 2020 State of Logistics, is $56B annually. 6. Includes approx. $60B of Carrier Support Activities as well as $545B in Inventory Carrying Costs. Source:2020 CSMP Annual State of Logistics Note: Definitions for different product & service lines in Appendix Note: All TAM values are as of 2020 and do not reflect future values. History of extending the platform, providing a strong playbook for new product revenue & margin expansion

Confidential and Proprietary Financials 32

33 Confidential and Proprietary $0 $500 $1,000 $1,500 $2,000 2016 2017 2018 2019 2020 2021F 2022F 2023F 2024F 2025F 55% CAGR 20 - 25 CAGR Solid Foundation for Continued Top Line Growth Historical & Projected Revenue Growth, $M 81% 16 - 20 CAGR

34 Strong Gross Profit Margins Strong 2020 Performance Throughout Covid-19 Drove Revenue Growth, $M Reduced Processing Costs 2 Reduced Headcount 1 1. Average headcount during a given quarter. 2. Processing Costs as a % of Gross Revenue. 41% YoY Revenue Growth 104% YoY Gross Profit Growth

35 Confidential and Proprietary Investments in new products & services will result in both meaningful revenue growth and gross margin expansion As a result, gross margin will grow meaningfully faster than revenue over the projection period Financial Overview $ in millions 2019A 2020A 2021E 2022E 2023E 2024E 2025E Gross Revenue $130 $184 $281 $437 $681 $1,057 $1,642 % Growth YoY 83.8% 41.5% 52.4% 55.8% 55.7% 55.3% 55.3% Gross Profit $5 $10 $18 $39 $82 $174 $349 % Margin 3.9% 5.6% 6.5% 8.8% 12.0% 16.4% 21.2% % Growth 10.9% 103.7% 76.8% 112.0% 111.6% 112.2% 100.9% Adj. EBITDA 1 ($33) ($27) ($35) ($44) ($20) $44 $180 % Margin -25.7% -14.8% -12.4% -10.0% -2.9% 4.1% 11.0% 1. Adjusted EBITDA is a non-GAAP measure. See the appendix for a reconciliation to the most directly comparable GAAP measure. Commentary 1 1 Clear path to 50%+ revenue growth for the next several years given the robust customer demand and the capital provided from the transaction We see numerous areas for investment that will allow us to accelerate growth into 2022 and beyond 2 3 2 3 The efficiencies from our automation platform and centralized operating model, in addition to our disciplined approach to expenses will drive further margin expansion We are forecasting positive Adj. EBITDA 1 at the end of 2023 and increased Adj. EBITDA 1 generation in 2024, 2025, and beyond

36 Confidential and Proprietary 0 20 40 60 80 0 2,000 4,000 6,000 2016 2017 2018 2019 2020 Lanes 1 with $25K - $100K+ Gross Profit Lanes = Our Unit Economics Strong Unit Economics Driven by Increasing Shipper Volume and Deepening Carrier Relationships Transfix Has Shown the Ability to Increase Lane Profitability and Drive More Core Lanes Each Year $25K-$50K $50K-$75K $75K-$100K $100K+ Lanes 1 with less than $25K Gross Profit Note: A lane is defined as an Origin-Destination pair between two cities. All data sourced from Stark, our internal technology platform. These metrics do not constitute going-forward KPIs

37 Confidential and Proprietary $50 $60 $70 $80 $90 $100 $110 $120 $130 $140 $150 $160 0 500 1,000 1,500 2,000 Automation Drives Economies of Scale Annual Loads / Head 2 Processing Cost / Load 3 Total Loads / Day 1 Note: These metrics do not constitute going-forward KPIs 1. Annualized number of shipments divided by the number of business days in a quarter. 2. Annualized number of shipments divided by the average number of processing personnel during the quarter. 3. Total Processing Costs incurred during the quarter divided by the number shipments. Transfix technology is already driving meaningful efficiencies and will continue to improve over time

38 Confidential and Proprietary 0% 10% 20% 30% 40% 50% Q1 2019 Q1 2020 Q1 2021 Total G&ATechnology S&MProcessing Cost -40% -30% -20% -10% 0% Leverage Drivers ■ Increased Automation ■ Disciplined metric-driven hiring Significant Gains in Operating Leverage Significantly Improved Operating Leverage Operating Expenses as % of Revenue Adj. EBITDA1 as % of Revenue 1. Adjusted EBITDA Margin is a non-GAAP measure. See the appendix for a reconciliation to the most directly comparable GAAP measure.

39 Confidential and Proprietary $ in millions 2019A 2020A 2021E 2022E 2023E 2024E 2025E Product & Service Gross Profit Targets Gross Profit % Gross Profit % Growth $5 3.9% 10.9% $10 5.6% 103.7% $18 6.5% 76.8% $39 8.8% 112.0% $82 12.0% 111.6% $174 16.4% 112.2% $349 21.2% 100.9% FTL Live 5 - 15% ■ Growing revenue & Gross Profit through dense lanes, maturing accounts & improved carrier buying Scale FTL Drop 5 - 15% ■ Successful launch has laid groundwork for significant scale at a higher average Gross Profit margin ■ See page 29 Launch Scale FTL Backhaul 25% ■ Ongoing launch with core Enterprise customers ■ Broader scale & growth expected in 2022 ■ See page 30 Launch Scale LTL 15 - 25% ■ Ongoing launch & integration into our TMS product ■ High demand for LTL services among our SMB & MM customers Launch Scale SaaS 65% - 85% ■ Ongoing launch & sales infrastructure is being established in 2021 into 2022 ■ See page 32 Launch Scale Mode Expansion 5 - 25% ■ Existing customers drive demand around mode expansion (Drayage, intermodal, freight forwarding, etc) Launch Scale Managed Transportation 100% (3-5% FUM) ■ Through TMS and scale in FTL, LTL, and other modes we can capture the managed transportation opportunity ■ Partner with core customers and grow using similar playbook to Drop, Backhaul, & SaaS Launch Scale Additional Services 5 - 25% ■ Services including payments, insurance, fuel, & others ■ Significant opportunity once scale is achieved in FMS, TMS, and marketplace Launch Scale Revenue & Gross Profit Growth Roadmap

40 Confidential and Proprietary 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Gross Profit Margin Upside from Scale & Product Expansion 2020 Gross Profit Margin 2025E Marketplace + Services Improvement 2025E SaaS Gross Profit Contribution 2025E Gross Profit Margin Lane density, automation, and expansion into additional modes to expected to drive higher margin Service offerings such as managed transportation, backhaul, and carrier services are material ancillary opportunities Our SaaS products, TMS & Fleet Planner, are expected to contribute meaningfully at scale Note: These metrics do not constitute going-forward KPIs

41 Confidential and Proprietary AV International M&A 1) Leverage our tech, data, and platform to be the AV control tower 2) Partnership discussions already in progress 1) Leverage our tech, automation, and data platform outside of the US 2) Shippers are global and have already asked us to expand internationally to help them 1) Enhanced scale 2) Value creation through integrating mid-sized brokers onto Transfix platform and leveraging our relative efficiency 3) Acceleration of product roadmap 4) Logistics tech players with a great product that won't be able to scale on their own Material Upside Not Factored Into the Plan Transfix has built the first platform that leverages data, automation, and industry expertise to rapidly add volume & efficiently match assets with demand

42 Confidential and Proprietary Future of Freight Data + Autonomous + Software A Fully Connected, AV world Transfix as the Intelligence for all Global Freight

Confidential and Proprietary Transaction Overview 43

44 Confidential and Proprietary ▪ Pro forma enterprise value of $1,054mm (3.8x 2021E Gross Revenue, 2.4x 2022E Gross Revenue) ▪ $372mm total cash proceeds inclusive of $60mm FPA proceeds and transaction expenses 1 ▪ Pro forma cash of $387mm o No debt o Inclusive of $15mm cash as of Q1 2021 ▪ Transfix shareholders are rolling 100% of equity ownership USES $ % Rollover equity $1,000 71% Cash to balance sheet 372 27% Cash to selling shareholders 0 0% Estimated fees and expenses 33 2% Total Uses $1,405 100% Detailed Transaction Overview Transaction Overview Illustrative Pro Forma Valuation and Sources & Uses Pro Forma Ownership @ $10.00 per Share1,2 TOTAL ENTERPRISE VALUE SUMMARY Transfix share price $10.00 (X) Pro forma share outstanding 144.1 PRO FORMA EQUITY VALUE $1,441 (–) Net Cash 3 (15) (–) Net proceeds (372) PRO FORMA ENTERPRISE VALUE $1,054 Valuation Multiples Metric EV / 2021E Gross Revenue $281 3.8x EV / 2022E Gross Revenue $437 2.4x SOURCES $ % SHARES Rollover equity $1,000 71% 100.0 G Squared cash in trust 345 25% 34.5 FPA investment 60 4% 6.0 Total Sources $1,405 100% ($ in millions, except per share data; shares in millions) Note: Figures may not total due to rounding 1. Assumes no redemption of public shares, an FPA of $60mm, and transaction expenses of $32.6mm; 2. Dilutive securities include 6.9mm public SPAC warrants, 7.1mm founder warrants, and 1.2mm FPA warrants which have a strike price of $11.50 per share. 7.0mm founder shares with 3.6mm vesting immediately, and 1.1mm vesting at share prices $12.50, $15.00, and $17.50. Excludes earnout shares and shares that may be issued to Transfix employees pursuant to Transfix’s incentive plan 3. As of Q1 2021 2.5% 69.4% 23.9% 4.2% 2.5% Transfix existing shareholders G Squared public shareholders FPA investors Sponsor promote

45 Confidential and Proprietary Selected Public Comparable Universe For Transfix Marketplace ▪ Disruptors of traditional marketplaces ▪ Similar business model with buyers / sellers of services, and take rate to the platform ▪ Logistics-oriented SaaS models ▪ Cloud based software applications and data content Supply Chain Software ▪ Traditional established players ▪ Asset-light freight Leading Asset-Light Logistics C.H. Robinson

46 Confidential and Proprietary Source: Transfix management projections, company filings, and FactSet as of 09/16/2021 Note: FX conversion rate of 0.73 AUD / USD, 0.79 CAD / USD, and 0.16 DKK / USD 1. Represents EBITDA / Gross Profit for Transfix, Marketplaces and Supply Chain Software peers and EBITDA / Net Revenue for Leading Asset-Light Logistics; 2. Adj. EBITDA is a non-GAAP measure. Excludes stock-based compensation and depreciation and amortization. See reconciliations of historic measures in appendix Selected Operational Benchmarking 2022E Flow through margin 1 52% 14% 37% 38% 2025E Adj. EBITDA2 / Gross Profit Marketplaces Supply Chain Software Leading Asset-Light Logistics 2020A - 2022E Revenue CAGR 2020A-2025E Revenue CAGR 2020A - 2022E Gross Profit CAGR 103% 41% 21% 10% 2020A-2025E Gross Profit CAGR 55% 41% 20% 16%

47 Confidential and Proprietary 2023E Gross Profit Adj. Growth multiple3 0.13x1 0.50x 0.80x 0.23x 2023E Revenue Adj. Growth Multiple2 0.03x1 0.31x 0.77x 0.07x EV / 2023E Revenue EV / 2023E Gross Profit Selected Valuation Benchmarking Source: Transfix management projections, Company filings, and FactSet as of 09/16/2021 Note: FX conversion rate of 0.73 AUD / USD, 0.79 CAD / USD, and 0.16 DKK / USD 1. Assumes a EV of $1,054mm based on $10/share trading price; 2. Calculated as EV / 2023E Revenue multiple / 2020A-2023E Revenue CAGR / 100; 3. Calculated as EV / 2023E Gross Profit multiple / 2020A-2023E Gross Profit CAGR / 100 12.9x 13.1x 19.5x 4.4x 1.5x 9.6x 13.0x 1.0x 1 1 Marketplaces Supply Chain Software Leading Asset-Light Logistics

48 Confidential and Proprietary EV / 2023E EBITDA EV / 2023E EBIT Selected Valuation Benchmarking (cont.) 2025E EV / EBIT Source: Transfix management projections, Company filings, and FactSet as of 09/16/2021 Note: FX conversion rate of 0.73 AUD / USD, 0.79 CAD / USD, and 0.16 DKK / USD 1. Assumes a EV of $1,054mm based on a $10/share trading price; 2. Adj. EBITDA is a non-GAAP measure. Excludes stock-based compensation and depreciation and amortization. See reconciliations of historic measures in appendix 2025E EV / Adj. EBITDA2 Marketplaces Supply Chain Software Leading Asset-Light Logistics 6.9x 91.7x 52.3x 20.2x 5.9x 80.7x 47.3x 15.2x 1 1

Confidential and Proprietary Appendix 49

50 Confidential and Proprietary Source: Transfix management projections, Company filings, and FactSet as of 09/16/2021 1. 2020A-2022E Revenue CAGR 2. Adjusted EBITDA Margin is a non-GAAP measure. See the appendix for a reconciliation to the most directly comparable GAAP measure. Transfix Long Term Targets DSV CHRW Landstar ECHO Revenue (CY 2020) $1.5B (2025E) $18.9B $16.2B $4.1B $2.5B Revenue Growth1 (2020-2022E) ~50% (2020-2025E) 25 - 35%+ (2025E onwards) 21% 13% 16% 15% % of TAM <1% N/A <3% <1% <1% Gross Profit (CY 2020) $265M (2025E) $4.6B $2.4B $601M $393M Gross Profit % 17% 25% 15% 15% 16% Processing Costs <2% -- -- -- NA Adj. EBITDA2 (CY 2020) $142M (2025E) $2.2B $775M $299M $79M Adj. EBITDA % Revenue 9% 12% 5% 7% 3% Adj. EBITDA % Gross Profit 54% 48% 33% 38% 20% Marketplace + Services Operating Metrics vs. Key Comps While we expect our Gross Profit margin to be in line with industry standards, our scalable and automated platform will allow us to continue to grow revenue at meaningfully higher rate with significantly lower processing costs leading to much higher Adj. EBITDA 2 margins and growth

51 Confidential and Proprietary SaaS Financial Metrics vs. Key Comps Transfix – 2025 Coupa WiseTech Global Anaplan Trimble E2Open + BJ2 Kinaxis SPS Commerce Revenue (CY 2020) $98M $524M $462M $440M $3.1B ~$353M $224M $328M Revenue Growth1 (CY 2020-2022E) 25 - 35% (long-term) 27% 21% 27% 11% ~25% 19% 19% Adj. EBITDA3 (CY 2020) $38M $117M $153M ($14M) $799M ~$111M $54M $87M Adj. EBITDA 3% 39% 22% 33% (3%) 25% ~31% 24% 28% Our ability to offer services alongside our SaaS products will drive revenue growth and allow for strong operating efficiencies Source: Transfix management projections, Company filings, and FactSet as of 09/16/2021 Note: Transfix Revenue Growth represents 2020-2025E CAGR 1. 2020A-2022E Revenue CAGR 2. PF financials shown as CY 2020 E2Open + FY 2020 BlueJay. FX rate of 1.2714 USD / GBP used to convert Bluejay financials for the period 4/1/19–3/31/20 3. Adjusted EBITDA Margin is a non-GAAP measure. See the appendix for a reconciliation to the most directly comparable GAAP measure.

52 Confidential and Proprietary Product & Service Definition FTL Live ■ Full Truckload planning & execution. Truckload shipping can be defined as the transportation of goods that will fill up a 48’ or 53’ trailer by volume or weight. Full truckload shipping typically is contracted to one customer gaining full and exclusive use of the carrier’s trailer. A truckload is ideal for anyone shipping multiple full pallets of freight and LTL shipping isn’t cost efficient. There are multiple pieces of truckload equipment such as refrigerated trucks and dry van trucks. FTL Drop ■ Similar to FTL live, the customer gains exclusive use of the carrier for the transportation of up to either a 48’ or 53’ trailer by either volume or weight. However, FTL drop is differentiated by the fact that the trailer is pre-loaded and ready to carrier to pickup. This reduces pickup & drop off wait times for the carrier, and requires Transfix to track the location of trailers in use. Transfix does not own any of the trailers used in drop freight. FTL Backhaul ■ FTL Backhaul is a service we offer to our customers whereby we offer to find shipments for their dedicated fleets to manage during trips that are typically driven with an empty truck. This allows our customers to leverage assets that are driving empty and generate additional revenue. LTL ■ Freight from several shippers loaded onto an individual trailer. The shipment is based upon a separate rate than truckload rate. LTL is in contrast to TL, which is only one shipment from one shipper that is loaded on a tractor-trailer. SaaS ■ Software-as-a-Service includes our TMS offering to shippers, as well as our Fleet Planner offering to carriers. Mode Expansion ■ Mode expansion refers to additional modes of transportation, including Air Freight, Ocean Freight, Rail, Parcel, & Intermodal. Managed Transportation ■ Managed Transportation is a service offering whereby Transfix manages a significant amount or the entirety of a customers freight needs, across multiple or a single mode. Pricing for this service is generally a cost-plus model, where Transfix receives a fee on top of the cost to manage the freight. Additional Services ■ Additional services refers to opportunities within carrier services, such as payments, insurance, and fuel cards, as well as supply chain services, such as warehousing, factoring and inventory management. Product & Service Definitions

53 Confidential and Proprietary Reconciliation of Non-GAAP Metrics $ in millions 2019A 2020A (Unaudited) 2021E 2022E 2023E 2024E 2025E GAAP Gross Revenue $130 $184 $281 $437 $681 $1,057 $1,642 Purchased Transportation $125 $174 $262 $399 $599 $884 $1,294 Gross Profit $5 $10 $18 $39 $82 $174 $349 Operating Expenses $44 $43 $96 $96 $121 $153 $197 GAAP Income from Operations ($39) ($32) ($77) ($57) ($39) $21 $152 Debt Facility Refinancing -- -- $0 -- -- -- -- Estimated Transaction Costs -- -- $33 -- -- -- -- Depreciation & SW Amortization $0 $1 $4 $7 $11 $13 $17 Stock-Based Compensation $5 $4 $5 $7 $8 $10 $11 Adj. EBITDA ($33) ($27) ($35) ($44) ($20) $44 $180 % Margin -25.7% -14.8% -12.4% -10.0% -2.9% 4.1% 11.0%

54 Confidential and Proprietary Reconciliation of Non-GAAP Metrics $ in millions 2025E Marketplace & Services SaaS Consolidated GAAP Income from Operations $119 $34 $152 Depreciation & SW Amortization $16 $1 $17 Stock-Based Compensation $8 $3 $11 Adj. EBITDA $142 $38 $180 % Margin 9.2% 38.5% 11.0%

55 Confidential and Proprietary Lane Margin Expansion: Case Studies Ontario, CA > Salt Lake City, UT Ontario, CA > Seattle, WA Revenue ($000s) $12 $56 $274 $405 Shippers 4 3 9 16 Carriers 6 13 82 101 Revenue ($000s) $37 $32 $337 $833 Shippers 4 3 10 11 Carriers 12 11 64 121 Note: A lane is defined as an Origin-Destination pair between two cities. All data sourced from Stark, our internal technology platform. These metrics do not constitute going-forward KPIs

56 Confidential and Proprietary $0 $500 $1,000 $1,500 3.0% 5.5% 8.0% 10.5% 13.0% -$1,000 $0 $1,000 $2,000 $3,000 -25.0% -20.0% -15.0% -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% Customer Margin Expansion: Case Studies Top 10 Customer #1 - Large CPG Top 10 Customer #2 - Fitness Equipment Note: A lane is defined as an Origin-Destination pair between two cities. All data sourced from Stark, our internal technology platform. These metrics do not constitute going-forward KPIs

57 Confidential and Proprietary Summary of Risks Key Risks Relating to Transfix, Inc. (“Transfix”) Certain factors may have a material adverse effect on our business, financial condition, and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be adversely affected. In that event, you could lose part or all of your investment. In addition, the risks relating to the COVID-19 pandemic may have the effect of heightening many of the other risks associated with our business. All references in this section to “we,” “our” or “us” refer both to the business of Transfix and its subsidiaries prior to the consummation of the business combination and to the business of the post-business combination public company and its subsidiaries. The list below has been prepared solely for purposes of the proposed business combination and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Transfix, Transfix Holdings, and G Squared Ascend I Inc. (“G Squared Ascend”), or otherwise with respect to Transfix and G Squared Ascend, with the United States Securities and Exchange Commission, including the documents filed or furnished in connection with the proposed transactions between Transfix and G Squared Ascend. The risks presented in such filings may differ significantly from and be more extensive than those presented below. Risks Relating to Our Business and Industry ■ National and international economic conditions could have a significant, adverse impact on our business. ■ We are subject to negative impacts of changes in international and domestic political and governmental conditions and business conditions. ■ The coronavirus (“COVID-19”) pandemic and the impact of actions to mitigate the pandemic may in the future adversely impact our business, financial condition and results of operations. ■ The execution of our strategy could depend on our ability to raise capital in the future, and our inability to do so could prevent us from achieving our growth objectives. ■ If we are unable to successfully identify, acquire, and integrate suitable customers and the freight volume we expect, our operating results and projections could be negatively impacted, and any customer’s business we acquire may not perform or be as profitable as expected or be able to be effectively integrated. ■ If we are unable to successfully introduce new or upgraded products, offerings, or features for customers and carriers we may fail to attract and retain such users to our platform or service, and our operating results could be adversely affected. ■ We have incurred a significant amount of debt and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business. ■ We may not successfully manage our growth. ■ Increases in diesel fuel prices increase carrier rates, and all or part of such increases may be difficult to pass through to our customers, which may impair our operating results. ■ Our obligation to pay our carriers is not contingent upon receipt of payment from our customers, and we extend credit to all customers as part of our and the standard industry business model which exposes us to credit risk and loss of funds availability. ■ Changes in distribution patterns may affect our operational practices and revenue. ■ Higher carrier rates and charges, that cannot be passed through to customers, may result in decreased revenue and adjusted gross profit margin. ■ An increase or decrease in levels of motor carrier hauling capacity in the U.S. transportation industry could have an adverse impact on our business. ■ Our customers may end their relationships with us on short notice and without penalties, and they are generally not obligated to tender any guaranteed volume of shipments or spend commitments. ■ We operate in a highly competitive industry and, if we are unable to adequately address factors that may adversely affect customer attraction and retention, hauling capacity, revenue, and costs, our business could suffer. ■ Segments of our industry are often subject to seasonal volume fluctuations. Unusual or otherwise unanticipated seasonality could have an adverse effect on our operating ability and results and financial condition. ■ Extreme or unusual weather conditions, earthquakes, fires, floods and other natural disasters or acts of God can disrupt the transportation ecosystem and our operations, impact freight volumes, carrier availability, and our costs, any or all of which could have a material adverse effect on our business results. ■ Our business is currently concentrated in the continental United States. Future exposure to local economies, regional downturns or other political, social, or economic disruptions or events may materially adversely affect our financial condition and results of operations. ■ If we fail to grow our business as we expect, our revenue, gross margin and operating margin will be adversely affected. ■ Future potential acquisitions and mergers may expose us to risks, including the risk that we may not be able to successfully integrate those businesses or their customers, or achieve expected operating synergies. Risks Relating to Third-Party Relationships ■ A decrease in the number of carriers participating in our network could adversely affect our business. ■ If our carriers do not meet our or our customers transportation or information reporting needs or expectations, or applicable regulatory requirements, our business could suffer. ■ Our business depends on retaining and attracting high-quality personnel, and unusual or unexpected attrition, a tight labor market in key positions, increasing compensation or social expectations, or unsuccessful succession planning could adversely affect our business. ■ Disruptions in the national transportation infrastructure could have a material adverse effect on our customers and the motor carriers’ industry, and directly or indirectly have a material adverse effect on our business, financial condition, results of operations and cash flows. ■ We derive a significant portion of our total revenue and adjusted gross profit from our largest customers.

58 Confidential and Proprietary Summary of Risks (cont’d) Risks Relating to the Use of Technology and Intellectual Property ■ If we experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data, we may face loss of revenue, harm to our brand, business disruption, and significant liabilities. ■ The successful operation of our business depends in part upon the performance and reliability of internet, mobile, and other technology infrastructures that are not under our control. ■ We are reliant on technology to operate our business and our continued success is dependent on our systems continuing to provide the necessary support to service carriers and customers. ■ Cyberattacks, computer malware, viruses, spamming, and phishing attacks could harm our reputation, business, and operating results. ■ Our platform is highly technical, and any undetected errors could adversely affect our business. ■ Our business will be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information technology systems, including those systems of any businesses that we acquire. ■ We are making substantial investments in new offerings and technologies, and may increase such investments in the future. These new ventures may be inherently risky, and we may never realize any projected benefits from them. ■ Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights, or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations. Risks Relating to Litigation and Regulation ■ Adverse litigation judgments or settlements resulting from legal or arbitral proceedings in which we may be involved could expose us to monetary damages, equitable restraints, or limit our ability to operate our business. ■ Claims against us may exceed our insurance coverage and/or coverage amounts and may or may not be covered by insurance at all. ■ Ongoing market conditions for obtaining insurance, the rising cost of insurance and coverage expense may have an adverse effects on our business, financial condition, results of operations, and cash flows. ■ Increased severity or frequency of motor carrier accidents and other claims against us, or a material unfavorable development of existing claims could have an adverse effect on our business, financial condition, results of operation, and cash flows. ■ Our business depends on insurance companies providing us with necessary insurance coverage and the rate of premium inflation being reasonable, and financial services companies providing us with statutorily mandated bonds or trust fund agreements, and bonds related to lender requirements and customer requests. ■ We face risks related to our collection, use, transfer, disclosure, and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices. ■ Our business is subject to legal and regulatory compliance risks that could have an adverse impact on our business and future prospects. ■ Changes in, or failure to comply with, competition laws could adversely affect our business, financial condition, or operating results. ■ Motor carriers are subject to increasingly stringent laws protecting the environment, including those relating to climate change, which could directly or indirectly have a material adverse effect on our business and financial results. ■ Increased regulation of “green technologies” could affect customers and motor carriers business, which could directly or indirectly have a material adverse effect on our business. ■ Changes in regulations regarding specific cargo or services could affect carrier availability, increase the cost of services, and place additional liability on the company. Risks Relating to Indemnification and Mitigation ■ We may be required to indemnify customers for claims that are in excess of or are excluded from our and/or our motor carriers’ insurance coverage, or which may otherwise be non-insurable. ■ Our customer contracts have uncapped indemnification obligations or obligations with significant caps for our acts or omissions, which could have a material adverse effect on our business. ■ Our customer contracts have uncapped indemnification obligations or obligations with significant caps for the acts or omissions of arranged for motor carriers, which could have a material adverse effect on our business. Risks Relating to Our Financial Reporting ■ Our management has limited experience in operating a public company, and we may incur significant costs and obligations as a result of being a public company. ■ We rely on assumptions, estimates, and business data to calculate our key performance indicators and other business metrics, and real or perceived inaccuracies in these metrics may harm our reputation and negatively affect our business. ■ Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies. ■ Our management will be required to evaluate the effectiveness of our internal controls over financial reporting. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports. Risks Relating to Ownership of Our Securities ■ The price of our securities may be volatile. ■ We do not intend to pay cash dividends for the foreseeable future. ■ Our quarterly results are difficult to predict and may vary from quarter to quarter, which may result in our failure to meet the expectations of investors and increased volatility of our stock price. ■ Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.

59 Confidential and Proprietary Thank you

EX-99.4

Exhibit 99.4

FINANCIAL STATEMENTS Transfix, Inc. Years Ended December 31, 2019 and 2020 With Report of Independent Auditors

1 Transfix, Inc. Financial Statements Years Ended December 31, 2019 and 2020 Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Operations 4 Statements of Changes in Preferred Stock and Stockholders’ Deficit 5 Statements of Cash Flows 6 Notes to Financial Statements 7

2 Report of Independent Auditors To the Stockholders and the Board of Directors of Transfix Inc. We have audited the accompanying financial statements of Transfix, Inc., which comprise the balance sheets as of as of December 31, 2020 and 2019, and the related statements of operations, changes in preferred stock and stockholders’ deficit and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Transfix, Inc. at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with U.S generally accepted accounting principles. New York, New York June 25, 2021

3 Transfix, Inc. Balance Sheets December 31, 2019 and 2020 (In thousands, except share and per share data) 2019 2020 Assets Current assets: Cash and cash equivalents $ 31,561 $ 26,538 Accounts receivable, net of allowance for doubtful accounts of $531 and $1,583, respectively 24,901 39,818 Prepaid expenses and other current assets 1,667 1,335 Total current assets 58,129 67,691 Property and equipment, net 1,682 3,925 Other assets 6 4 Total assets $ 59,817 $ 71,620 Liabilities, preferred stock and stockholders’ deficit Current liabilities: Accounts payable $ 13,360 $ 20,999 Accrued expenses and other current liabilities 1,697 3,884 Total current liabilities 15,057 24,883 Long term liabilities: Other liabilities 3,270 4,401 Loan payable 9,178 9,590 Total liabilities 27,505 38,874 Preferred stock, $0.001 par value, 61,565,839 shares authorized; 58,102,146 and 60,956,596 shares issued and outstanding at December 31, 2019 and 2020 128,458 158,250 Stockholders’ deficit: Common stock, $0.001 par value, 95,000,000 shares authorized; 9,230,021 and 9,364,229 shares issued and outstanding at December 31, 2019 and 2020 9 9 Treasury stock, at cost (431) (431) Additional paid-in capital 5,079 9,613 Accumulated deficit (100,803) (134,695) Total stockholders’ deficit (96,146) (125,504) Total liabilities, preferred stock, and stockholders’ deficit $ 59,817 $ 71,620 See notes to financial statements

4 Transfix, Inc. Statements of Operations Years ended December 31, 2019 and 2020 (In Thousands, except share and per share data) 2019 2020 Revenue $ 130,165 $ 184,174 Costs and Expenses: Purchased Transportation 125,098 173,853 Processing Costs 10,523 11,440 Sales and Marketing 6,348 7,557 Technology 9,767 8,577 General and administrative 17,155 15,148 Total Costs and Expenses 168,891 216,575 Loss from Operations (38,726) (32,401) Other income (expense): Interest income 860 122 Interest expense (317) (1,589) Total other income (expense) 543 (1,467) Loss before income taxes (38,183) (33,868) Income tax expense 20 24 Net loss $ (38,203) $ (33,892) Net loss per common share: Basic and diluted $ (4.14) $ (3.64) Weighted average shares used to compute net loss per common share- basic and diluted 9,234,543 9,303,866 See notes to financial statements

5 Transfix, Inc. Statements of Changes in Preferred Stock and Stockholders’ Deficit Years ended December 31, 2019 and 2020 (In Thousands, Except Share Data) Total Preferred Stock Common Stock Treasury Additional Paid-In Capital Accumulated Shareholders' Shares Amount Shares Amount Shares Amount Deficit Deficit Balance, December 31, 2018 57,561,570 $ 122,820 9,213,510 $ 9 5,312,890 $ (431) $ 1,606 $ (62,600) $ (61,416) Issuance of preferred D shares, net 540,576 5,638 - - - - - - - Exercised options - - 164,314 - - - 113 - 113 Repurchase of exercised options - - (67,703) - - - (94) - (94) Repurchase of Founder's shares - - (80,100) - - - (301) - (301) Share-based compensation - - - - - - 3,755 - 3,755 Net loss - - - - - - - (38,203) (38,203) Balance, December 31, 2019 58,102,146 128,458 9,230,021 9 5,312,890 (431) 5,079 (100,803) (96,146) Issuance of preferred E shares, net 2,854,450 29,792 - - - - - - - Exercised options - - 134,208 - - - 145 - 145 Share-based compensation - - - - - - 4,389 - 4,389 Net loss - - - - - - - (33,892) (33,892) Balance, December 31, 2020 60,956,596 $ 158,250 9,364,229 $ 9 5,312,890 $ (431) $ 9,613 $ (134,695) $ (125,504) See notes to financial statements

6 Transfix, Inc. Statements of Cash Flows Years ended December 31, 2019 and 2020 (In Thousands) 2019 2020 Operating activities Net loss $ (38,203) $ (33,892) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 333 789 Share-based compensation 3,755 4,328 Noncash interest expense 116 412 Fair value of warrant liability - (109) Provision for doubtful accounts 381 1,053 Changes in operating assets and liabilities: Accounts Receivables (11,161) (15,970) Accounts Payables 6,726 7,639 Accrued liabilities 921 3,231 Other assets (900) 334 Other liabilities - 413 Deferred rent 2,643 (217) Net cash used in operating activities (35,389) (31,989) Investing activities Capital expenditures (1,579) (214) Capitalization of internal use software - (2,757) Net cash used in investing activities (1,579) (2,971) Financing activities Proceeds from loan 10,000 - Issuance cost related to loan (200) - Issuance of Series D preferred stock, net of issuance costs 5,639 - Issuance of Series E preferred stock, net of issuance costs - 29,792 Proceeds from the exercise of stock options 113 145 Repurchase of common stock (396) - Net cash provided by financing activities 15,156 29,937

7 Net increase/(decrease) in cash and cash equivalents (21,812) (5,023) Cash and cash equivalents at beginning of year 53,373 31,561 Cash and cash equivalents at end of year $ 31,561 $ 26,538 Supplemental disclosures of cash flow information: Cash paid for Interest $ 268 $ 1,176 Cash paid for Taxes $ 20 $ 24 Supplemental disclosure of noncash financing activity: Issuance of preferred stock warrant $ 738 $ - See notes to financial statements

Transfix, Inc. Notes to Financial Statements 1. Description of Business Transfix, Inc. (“Transfix” or the “Company”) is a digital freight platform that is transforming the $680 billion U.S. trucking sector. Transfix’s technology-enabled freight platform seamlessly and efficiently connects shippers to a national network of reliable carriers. By giving shippers access to market-driven pricing tools, data-driven insights, and trucking capacity, Transfix drives transparency in an otherwise opaque and inefficient industry. On the supply side, Transfix helps carriers maximize utility, matching carriers with the optimal shipments available and providing reliable bookings, fast payments and on-the-road support. Transfix serves clients across a broad range of industries including retail, food, beverage, and manufacturing and works with companies of all sizes from small and medium sized businesses to blue-chip enterprises. 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly assess these estimates, including but not limited to, revenue recognition, allowance for doubtful accounts, internal use software, stock-based compensation including the determination of the fair value of our stock, fair value of preferred stock warrant liabilities, and realization of deferred tax assets. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations. Revenue Recognition The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method. There was no material impact on our financial statements. Under ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. As a shipping logistics provider, our performance obligation is to arrange to have our customer’s freight transported by third party carriers to a destination specified by the customer. We satisfy our performance obligations by transferring the promised goods or services into the customer’s control. Revenue is recognized for these performance obligations as they are satisfied over the contract term for each shipment, which generally represents the transit period. The transit period is the number of days on the road. We have determined that revenue recognition over the transit period provides a faithful depiction of the transfer of goods and services to our customer as our obligation is performed over the transit period. Determining the transit period and how much of it has been completed as of the reporting date may require management to

make judgments that affect the timing of revenue recognized. When the customers’ freight reaches its intended destination our performance obligation is complete. We record revenue based on the gross amount we charge our customers for the service we provide as we are primarily responsible for fulfilling the promise to provide the shipping service to our customer. We have discretion in establishing the price for the specified service with our customer. The Company is further responsible for carrier selections and rates and has the credit risk when delivering the service. The majority of the Company’s revenue is generated from within the US. Pricing for our services is generally a fixed amount and is typically due within 30 to 120 days upon completion of our performance obligation. In limited cases, we have offered customers variable consideration in the form of volume rebates, but no such offers are currently in effect. We use an expected value method to estimate variable consideration related to variable accessorial fees. Segment Reporting For operating purposes, the Company is organized as one operating segment pursuant to the provisions of ASC Topic 280 Segment Reporting, which establishes accounting standards for segment reporting. The Company's chief operating decision-maker assesses performance and makes resource allocation decisions for the business as a single operating segment. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 120 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices 1 day past due are considered delinquent. The Company generally does not charge interest on past due amounts. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in client collection matters. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Prepaid Expenses Prepaid expenses and other current assets include such items as software and online subscriptions, insurance premiums, and other prepaid operating expenses. Property, Equipment, and Internal Use Software Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements under operating leases are depreciated over the estimated useful life of the improvement or the remaining term of the lease, whichever is shorter. Costs incurred in the planning and evaluation stage of internal use computer software projects are expensed as incurred. Costs incurred during the application development stage for the development of internal use software, including upgrades and enhancements that provide additional functionality to existing software, are capitalized, and included in property and equipment. The Company capitalized $2.8 million of internal use software during the year ended December 31, 2020. Capitalized internal use software is

amortized over a useful life of three years using the straight-line method. Amortization expense, which is included in Technology was $345 thousand for the year ended December 31, 2020. At December 31, 2020, the carrying value of internal use software was $2.4 million. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying values of those assets may not be recoverable. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair market value. If there is an indication of impairment, we will estimate the future undiscounted cash flows expected from the use of the asset and its eventual disposition. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of the asset exceeds its fair value and recorded in the period the determination is made. The Company did not record any impairment losses on long-lived assets during the fiscal years ended December 31, 2019, and 2020. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation, which requires all share-based payments to employees and consultants, including grants of stock options, and restricted stock units (“RSUs”) to be recognized in the income statement based upon their fair values over the requisite service period. Options and RSUs typically vest at a rate of 25% after one year from the vesting commencement date and then monthly over an additional three-year period. The options generally expire ten years from the grant date or, for terminated employees, 90 days after the employee’s termination date. Compensation expense for the fair value of the options and RSUs at their grant date is recognized ratably over the vesting period. Stock based compensation expense is reflected in sales and marketing, research and development and general and administrative expense. Stock option awards are valued on the grant date using the Black Scholes option pricing method which requires judgment, and involves the use of subjective assumptions including: ● Fair value of common stock: The fair value of the Company’s shares of common stock underlying the stock options has historically been determined by the Board with input from management and contemporaneous third-party valuations, as there is no public market for the Company’s common stock. The Board determines the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, the Company’s operating and financial performance, the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company given prevailing market conditions and the general and industry specific economic outlook. ● Expected term (in years): The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The expected term assumption is based on the simplified method as described in Securities and Exchange Commission’s Staff Accounting Bulletin No. 110, Share-Based Payment, which is the mid-point between the vesting date and the end of the contractual term for each option. The Company expects to continue using the simplified method until sufficient information about the Company’s historical behavior is available. ● Expected volatility: The Company determines the price volatility factor based on the historical volatilities of the Company’s peer group companies as the Company does not have trading history for its common stock. ● Risk-free interest rate: The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent expected term of the options for each option group. ● Dividend yield: None, as the Company does not expect to pay dividends to its shareholders.

The Company recognizes the impact of forfeitures in the period that the option is forfeited. Fair Value of Financial Instruments and Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The recorded amount of the line of credit approximates fair value as it is based upon rates available for obligations of similar terms and maturities. Income Taxes Deferred income taxes are provided under the asset and liability method, whereby deferred income tax assets and liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and the income tax bases. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. We did not have any accrued interest or penalties associated with material uncertain tax positions as of December 31, 2019, and 2020. Concentration of Risks For the years ended December 31, 2019, and 2020 approximately 24% and 22% of revenue were concentrated on two customers, respectively. As of December 31, 2019, and 2020 our top two customers accounted for 49% and 33%, respectively, of our year-end account receivable balances. Concentration of credit risk related to receivables is limited by the number of customers the Company does business with as well as the number and dispersion the various geographic locations where the Company operates.

We hold cash and cash equivalents in accounts at regulated domestic financial institutions in amounts that exceed or may exceed FDIC insured amounts. We believe these institutions to be of acceptable credit quality and we have not experienced any related losses to date. Leases The Company follows the lease accounting standards under ASC 840. For the Company’s analysis of ASU 2016-02, Leases (“ASC 842”) adoption, see the Recently Issued Accounting Pronouncements section of this footnote. The Company has only one lease for their headquarters located in New York City. Under ASC 840, the Company assesses our lease to determine whether the lease meets the criteria for capitalization (capital lease) or if the lease should be accounted for as an operating lease. The Company determined that its lease is an operating lease and, as a result, the Company will recognize rent expense on a straight-line basis over the life of the lease. Any related lease incentives such as rent abatement free rent period and tenant improvement allowances are recorded as a reduction in rent expense on a straight-line basis over the lease periods. Additionally, the Company pays a pro rata share of maintenance expenses, common charges such as utilities and New York Real Estate taxes and are expensed as incurred. Basic and Diluted Net (Loss) per Common Share Basic net (loss) per common share is computed by dividing net (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. For periods of net income, and when the effects are not anti-dilutive, we calculate diluted earnings per share by dividing net income available to common stockholders by the weighted average common shares plus the weighted average number of common shares assuming the conversion of preferred stock as well as the impact of all potential dilutive common shares, consisting primarily of common stock options and unvested restricted stock units using the treasury stock method. For periods of net loss, shares used in the diluted earnings (loss) per share calculation represent the basic shares as using potentially dilutive shares would be anti-dilutive. Due to a net loss position for the years ended December 31, 2019, and December 31, 2020 our basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities was anti-dilutive. Recently Issued Accounting Standards Accounting Pronouncements Pending Adoption In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases, requiring a lessee to record, on the balance sheet, the assets and liabilities for the right-of-use assets and lease obligations created by leases with lease terms of more than 12 months. In July 2018, the FASB issued ASU 2018-11 which added amendments to create an optional transition method that provided an option to use the effective date of ASC 842, Leases, as the date of initial application of the transition. In addition, the new standard requires enhanced qualitative and quantitative disclosures related to the amount, timing and uncertainty of cash flows arising from leases. The guidance is effective for financial statements issued for annual periods beginning after 15 December 2018 and interim periods within those annual periods for public business entities The guidance is effective for financial statements issued for annual periods beginning after 15 December 2019 and interim periods within those annual periods for NFPs that have issued or are conduit bond obligors for securities that are traded, listed, or quoted on an exchange or an over-the-counter market and that have not issued (or made available for issuance) financial statements that reflect the new standard as of 3 June 2020. For all other entities, the guidance is effective for financial statements issued

for annual periods beginning after 15 December 2021, and interim periods within annual periods beginning after 15 December 2022. Early adoption is permitted for all entities. The guidance must be adopted using a modified retrospective approach for leases. The Company is currently evaluating the potential impact of adopting this new accounting guidance. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This aligns the accounting for implementation costs incurred in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after 15 December 2019. For all other entities, it is effective for annual periods beginning after 15 December 2020 and interim periods in annual periods beginning after 15 December 2021. Early adoption is permitted, including adoption in any interim period, for all entities. The Company is currently evaluating the potential impact of adopting this new standard. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. For public business entities that are not smaller reporting companies as defined by the SEC, the standard is effective for annual periods beginning after 15 December 2019, and interim periods therein. For all other entities, the standard is effective for annual periods beginning after 15 December 2022, and interim periods therein. Early adoption is permitted for all entities for annual periods beginning after 15 December 2018, and interim periods therein. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact of the adoption of this standard on the financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes to remove certain exceptions to the general principles in Topic 740 and simplify the accounting and related disclosures for income taxes. This guidance is effective for public business entities for fiscal years beginning after 15 December 2020, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after 15 December 2021, and interim periods within fiscal years beginning after 15 December 2022. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures but does not believe it will have a material impact upon adoption. In October 2020, the FASB issued ASU 2020-10, Codification Improvements to provide clarification on the Codification or correct unintended application of guidance. For public business entities, the ASU is effective for annual periods beginning after 15 December 2020. For all other entities, the ASU is effective for annual periods beginning after 15 December 2021, and interim periods within annual periods beginning after 15 December 2022. Early application of the amendments in this Update is permitted for public business entities for any annual or interim period for which financial statements have not been issued. For all other entities, early application of the amendments is permitted for any annual or interim period for which financial statements are available to be issued. The amendments in this Update should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures but does not believe it will have a material impact upon adoption.

3. Property and Equipment, Net Property and equipment is summarized as follows (in thousands): December 31, Estimated useful life 2019 2020 Computer hardware 5 years $ 780 $ 821 Furniture and fixtures 5 years 352 389 Internal Use Software 3 years - 2,818 Leasehold improvements Shorter of the useful life of the asset or the lease term 1,322 1,458 Property and equipment $ 2,454 $ 5,486 Less: Accumulated depreciation and amortization (772) (1,561) Property and equipment, net $ 1,682 $ 3,925 Depreciation and amortization expenses totaled $333 thousand and $789 thousand for the years ended December 31, 2019, and 2020, respectively.

15 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2019 2020 Accrued payroll expenses $ 1,299 $ 2,209 Deferred Rent 126 1,170 Other 272 505 Accrued Expenses and Other Current Liabilities $ 1,697 $ 3,884 5. Debt Silicon Valley Bank Facility On June 21, 2018, the Company entered into a line of credit loan agreement with lender Silicon Valley Bank (“SVB”) in the amount of $20 million (“Revolving Line”). The available amount, not to exceed $20 million, is up to the Company’s eligible accounts receivable balance, as defined in the agreement. On May 24, 2019, the Company amended the agreement to increase the borrowing capacity of the Revolving Line to $35 million. The available amount, not to exceed $35 million, is at a maximum equal to the Company’s eligible accounts receivable balance, as defined by SVB. The credit available is further reduced by letters of credit totaling $3.6 million as of December 31, 2019, and 2020, established in connection with the operating lease agreement. As of December 31, 2019, and 2020, $31.4 million was available under the Revolving Line and the Company was in compliance with all covenants pursuant to the loan and security agreement. Proceeds from loans made from the Revolving Line may be borrowed, repaid, and reborrowed until May 20, 2021. Borrowings under the Revolving Line bear interest at an annual rate based on the greater for the one-year Prime rate plus a spread of 0.25% or 5.75%. Interest is payable quarterly. The Company is required to pay a monthly facility fee to SVB of 0.25% per annum on the average undrawn portion available under the facility. At December 31, 2019, and 2020 the Company did not draw on the SVB facility. The Company terminated the Revolving Line in April 2021, refer to Note 12 for details. TriplePoint Facility On May 31, 2019, the Company entered into a Loan and Security agreement with TriplePoint Capital (“TPC”) in the amount of $20 million committed (the “Commitment Amount”) and, $30 million uncommitted upon approval. The $20 million committed amount is available to the Company from the closing date of May 31, 2019 through December 31, 2020. On December 23, 2019, the Company drew $10 million on the TPC facility at an interest rate of 10.50%. The $10 million principal and $200 thousand end of term payment will be due and payable to TPC on the Maturity Date of December 31, 2021. The Company did not draw any additional funds in 2020. The Company terminated the TriplePoint Facility in April 2021, refer to Note 12 for details.

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) The Company incurred issuance costs of $100 thousand on the closing date of May 31, 2019 and an additional $100 thousand on the draw date of December 23, 2019. Unamortized issuance costs are presented on the consolidated balance sheet as a reduction to the carrying amount of the debt and amortized to interest expense straight line over the 2 year period. As of December 31, 2019 and 2020 $10 million and $0, respectively was available under the Commitment Amount. As part of the Loan and Security agreement, upon closing, the Company granted TPC a warrant to purchase 66,751 shares of Series D preferred stock at $10.49 per share and an additional 66,751 shares of Series D preferred on the initial advance. The Company concluded that the preferred stock warrants should be accounted for as liabilities since they are convertible into contingently redeemable preferred stock and the redemption is outside the Company’s control. Upon issuance, the Company recorded a preferred stock liability of approximately $738 thousand. The liability was considered a discount on the debt which will be amortized into interest expense over the term of the Loan and Security agreement. At December 31, 2019, and 2020, the fair value of the preferred stock warrant liability was $738 thousand and $629 thousand, respectively. The warrant liability is included in other liabilities on the balance sheet. 6. Fair Value Measurement The Company evaluates the financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. The preferred stock warrant liability is reported at fair value utilizing Level 3 inputs. The fair value is determined using Black Scholes option pricing model using observed market inputs. The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Preferred stock warrant liability $ - $ - $ 738 December 31, 2020 Level 1 Level 2 Level 3 Preferred stock warrant liability $ - $ - $ 629

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) The following assumptions were utilized to value the preferred stock warrant liability at each date: Issuance in 2019 December 31, 2019 December 31, 2020 Expected term (years) 7 6.3-6.9 5.5 Volatility 50% 50% 45% Risk-free interest rate 2.01% 1.75% 0.65% Dividend yield 0% 0% 0% Series D preferred stock per share fair value $10.49 $10.49 $11.01 The table below provides a summary of changes in the preferred stock warrant liability (level 3) (in thousands): Issuance in 2019 $ 738 Change in fair value - Balance at December 31, 2019 738 Change in fair value (109) Balance at December 31, 2020 $ 629 7. Commitments and Contingencies Leases The Company leases space for its office premises under operating leases in New York. In connection with the New York lease, a letter of credit was created in the amount of $3.6 million. On May 19, 2020, the Company amended its lease to extend the end term to January 31, 2025. Future minimum lease commitments under non-cancelable operating leases as of December 31, 2020 are as follows: Years ending Operating Lease Payments 2021 $ 4,368 2022 $ 4,483 2023 $ 4,253 2024 $ 4,138

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) 2025 $ 345 $ 17,587 Total rent expense was $3,159 thousand and $3,265 thousand for the years ended December 31, 2019 and 2020, respectively. Certain Risks and Concentrations The Company’s revenues are generated from freight management in the logistics and transportation industry, the market for which is highly competitive and fragmented. Macro level fluctuations, significant changes in this industry or technological advances could adversely affect the Company’s future operating results. The Company maintains various insurance policies with certain coverage limits. The Company also requires its carriers to carry various insurance policies as well. However, if the Company were subject to a liability exceeding the applicable coverage limit, it could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows. Other The Company is subject to litigation and other claims that arise in the ordinary course of business. While the ultimate result of outstanding legal matters cannot presently be determined, the Company does not expect that the ultimate disposition will have a material adverse effect on its results of operations or financial condition. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company's control. As such, there can be no assurance that the final outcome of any particular legal matter will not have a material adverse effect on the Company's financial condition and results of operations. 8. Capital Structure Certificate of Incorporation On March 18,2020, the Company filed with the state of Delaware an amendment to its amended and restated certificate of incorporation (“Charter”), previously filed on June 7, 2019. As of December 31, 2019 and 2020, the Company’s capital structure consisted of the following:

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) December 31, 2019 Class of Stock Authorized Shares Outstanding Shares Carrying Amount Conversion Price Liquidation Preference Common Stock 86,000,000 9,230,021 $ 9 N/A N/A Seed Preferred Stock 5,802,005 5,802,005 $ 2,036 $ 0.36 $ 2,097 A Preferred Stock 16,494,312 16,494,312 $ 12,385 $ 0.77 $ 12,674 B Preferred Stock 19,800,602 19,800,602 $ 23,357 $ 1.18 $ 23,357 C Preferred Stock 10,952,845 10,952,845 $ 37,853 $ 3.47 $ 38,012 D Preferred Stock 5,185,884 5,052,382 $ 52,827 $ 10.49 $ 52,983 December 31, 2020 Class of Stock Authorized Shares Outstanding Shares Carrying Amount Conversion Price Liquidation Preference Common Stock 95,000,000 9,364,229 $ 9 N/A N/A Seed Preferred Stock 5,802,005 5,802,005 $ 2,036 $ 0.36 $ 2,097 Series A Preferred Stock 16,494,312 16,494,312 $ 12,385 $ 0.77 $ 12,674 Series B Preferred Stock 19,800,602 19,800,602 $ 23,357 $ 1.18 $ 23,357 Series C Preferred Stock 10,952,845 10,952,845 $ 37,853 $ 3.47 $ 38,012 Series D Preferred Stock 5,185,884 5,052,382 $ 52,827 $ 10.49 $ 52,983 Series E Preferred Stock 3,330,191 2,854,450 $ 29,792 $ 10.51 $ 30,000 A description of the significant components of each class of capital stock is below. Common Stock Each holder of shares of Common Stock shall be entitled to one vote for each share held.

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) Seed, Series A, Series B, Series C, Series D and Series E Preferred Stock Conditionally redeemable preferred stock (including preferred stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. The Company’s Preferred Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The preferred stock is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Liquidation Preferences In the event of any Liquidation Event (as defined in the Charter), the holders of each share of Preferred Stock shall be entitled to be paid out of the assets available for distribution to the Company’s stockholders on a pari passu basis, before any payment shall be made to the holders of Common Stock. Redemption The Preferred Stock is not redeemable at option of the holder. However, a merger or sale of substantially all of the Company’s assets would constitute a redemption event. Right to Convert Each share of Preferred Stock shall be convertible into such number of Common Stock as is determined by dividing the applicable Original Issue Price for such series by the applicable Conversion Price for such series. As of December 31, 2019 and 2020, each share of convertible preferred stock is convertible into common stock on a one-to-one basis. Automatic Conversion Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Rate at the time in effect for such series of Preferred Stock immediately upon the earlier of (i) this corporation's sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and in which the Common Stock is listed for trading on a national securities exchange in the United States, the proceeds of which are not less than $50 million in the aggregate, net of underwriting discounts and commissions, to this corporation (a "Qualified Public Offering") or (ii) the date specified by vote or written consent or agreement of the Requisite Majority. Voting Rights The holder of each share of Preferred Stock has the right to one vote for each share of Common Stock into which the Preferred Stock could then be converted. Each holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to the notice of any stockholders' meeting in accordance with the Bylaws of this corporation.

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) Dividends The Company shall not declare or pay any dividends on Common Stock (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of Preferred Stock shall first receive, or simultaneously receive, on a pari passu basis. Dividend rates are $0.003 per share of Series Seed Preferred Stock, $0.062 per share of Series A Preferred Stock, $0.094 per share of Series B Preferred Stock, $0.28 per share of Series C Preferred Stock, $0.84 per share of Series D Preferred Stock, $0.84 per share of Series E Preferred Stock. 9. Equity Incentive Plans Transfix, Inc. Amended and Restated 2014 Equity Incentive Plan In June 2014, the Company established and approved the Transfix, Inc. Amended and Restated 2014 Equity Incentive Plan (“the 2014 Plan”), subsequently ratified in 2018. Under the Plan, which covers certain employees and consultants, the Company granted shares of its Common Stock in the form of stock options. Options granted have a term of ten years and generally vest over four years. The exercise price of the options was equal to the fair value of the Common Stock of the Company as of the date of grant, as determined by the Company’s Board of Directors. In 2020, the Company began to issue Restricted Stock Units (“RSU”) under the 2014 Plan as well. Transfix, Inc. 2019 Stock Plan On January 28, 2019, the Company established and approved the Transfix, Inc. 2019 Stock Plan (“the 2019 Plan”), subsequently ratified with Proposed Resolutions by the Board of Directors. The Company granted shares in the form of incentive stock options and nonstatutory stock options. Options grants have a term of ten years and generally vest over four years. The exercise price of the options was equal to the fair value of the Common Stock of the Company as the date of the grant, as determined by the Company’s Board of Directors. In 2020, the Company began to issue RSUs under the 2019 Plan as well. Total stock compensation for the years ended December 31, 2019 and 2020 was $4.9 million and $4.4 million, respectively. There was $12.6 million and $11.9 million of total unrecognized compensation costs, net of actual forfeitures under the plans as of December 31, 2019 and 2020, respectively. This cost is expected to be recognized over a weighted-average period of 1.4 years. Stock Option Awards A summary of the Company’s stock option activity for the 2014 and 2019 Plans during the years ended December 31, 2019 and 2020 are as follows: Number of options Weighted- Average Intrinsic Weighted- Average Value Remaining

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) Exercise Price Life Outstanding, January 1, 2019 7,400,159 $ 0.52 $18,970 8.3 Granted 6,955,812 $ 3.08 4,730 9.03 Exercised (134,314) $ 0.76 489 Expired (163,714) $ 0.38 548 Forfeited (292,391) $ 1.88 553 Outstanding, December 31, 2019 13,765,552 $ 1.78 $27,229 8.32 Granted 3,800,668 $ 3.80 - 8.02 Exercised (129,312) $ 1.06 354 Expired (282,711) $ 2.28 429 Forfeited (2,301,412) $ 3.01 Outstanding, December 31, 2020 14,852,785 $ 2.11 $25,184 7.32 Options vested, December 31, 2020 7,656,316 1.26 19,481 6.35 Options exercisable, December 31, 2020 10,400,118 1.74 21,456 6.81 The Company used the Black-Scholes option pricing model to determine the fair value of its stock options. The fair value of its stock options granted and vested during 2019 are $2.06 and $0.30 and during 2020 are $3.8 and 1.96, respectively. The fair value of each stock option grant was estimated on the date of the grant. We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions for the year ended December 31,

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) 2019 2020 Expected term (in years) ........................ 6.19 6.15 Volatility ...................................... 50% 39% Risk-free interest rate ........................... 2.42% 1.11% Dividend yield ................................. 0% 0% Fair value of common stock ...................... $3.08 $3.80 In October 2019, the Company granted an advisor 837,000 restricted stock units (which subsequently will convert Common Stock upon vesting) with a grant date total fair value of $3,150,000 that are not included in the disclosures above. Such shares will not vest unless one of the following occurs prior to that date: (1) a liquidation event (other than a liquidation, dissolution or winding up of the Company) or (2) an Initial Public Offering, as defined by the Stock Grant Agreement. The grant expires on the seventh anniversary of the grant date. As of December 31, 2019 and 2020, there were no changes in facts and circumstances or triggering events, thus no expense was recognized related to this grant in 2019 and 2020. Since these performance awards are not probable of vesting, the Company has not recognized any expense related to these options. In August 2019, the Company repurchased and retired 147,803 common shares from employees. The shares repurchased were a combination of common shares owned by founders and options that employees exercised and immediately sold to Transfix. The price paid for these common shares was $10.49 per share, which exceeded the fair value of $3.76 per share. In addition, since the common shares sold by the option holders were held for fewer than six months, the Company deemed these shares as immature and recorded additional stock based compensation expense for the difference between the fair value of the common stock and the exercise price, less any previously recorded stock based compensation expense recorded. The aggregate stock-based compensation expense recorded related to the repurchase was approximately $1.2 million. No such events occurred during the year ended December 31, 2020. Restricted Stock Units The Company awarded restricted shares to certain key employees that vest on their continued employment. The value of these awards was established by the fair value price on the grant date and is being expensed ratably over the vesting period of the awards. There were no restricted stock units issued prior to December 31, 2019.The following table summarizes the non-vested restricted stock units as of December 31, 2020: Number of RSUs Weighted-Average Grant Date Fair Value Per Share Outstanding, January 1, 2020 - $ - RSU Granted During the Year 228,059 3.8 RSU Canceled During the Year 6,907 3.8

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) RSU Vested and Not Settled During the Year 8,525 3.8 Outstanding, December 31, 2020 212,627 $ 3.8 Stock-based compensation expense related to stock options and RSUs are included in the following line items in our accompanying consolidated statements of operations for the year ended December 31 (in thousands): 2019 2020 General and administrative $ 3,675 $ 3,068 Processing Costs 154 171 Sales and Marketing 592 742 Technology 488 347 $ 4,909 $ 4,328 10. Retirement Plans The Company has a 401(k) savings plan in which the employees of the Company may participate. Employees may elect to defer portions of their salary pursuant to a formula upon meeting certain age and service requirements. 11. Income Taxes The income tax provision consisted of the following: Year Ended December 31, 2019 2020 Current: Federal $ - $ - State 20 24 20 24 Deferred: Federal - - State - - - - Total expense $ 20 $ 24

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) Deferred tax assets (liabilities) consist of the following: Year Ended December 31, 2019 2020 Deferred Tax Assets: Net Operating Losses $ 21,324 $ 28,137 Deferred Rent 680 1,149 Stock Comp 644 1,012 Other accruals 496 1,278 Total Deferred Tax Assets 23,144 31,577 Valuation Allowance (22,754) (30,707) Total Net Deferred Tax Assets $ 390 $ 870 Deferred Tax Liabilities: Fixed Assets $ (249) $ (870) Cash to Accrual Adjustment (137) - Other (4) - Total Net Deferred Tax Liabilities $ (390) $ (870) Net Deferred Tax Assets/(Liabilities) $ - $ - Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely- than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, the Company considered all sources of taxable income available to realize deferred tax assets, including the future reversal of existing temporary differences, forecasts of future taxable income, and tax planning strategies. Based on the weight of available evidence, which includes the Company’s historical cumulative net losses, the Company recorded a valuation allowance of $22.8 million and $30.7 for the years ended December 31, 2019 and 2020. As of December 31, 2019 and 2020, the Company has a total federal net operating loss of $90.5 million and $117.5 million, respectively, which approximately $39 million is due to start expiring between 2033 and 2037. The federal net operating losses of approximately $78.5 million generated in 2018, 2019 and 2020 have an indefinite carryforward period. The Company has various state net operating losses carryovers of approximately $37.5 million and $56.0 million at December 31, 2019 and 2020, respectively. Approximately $35.9 million is due to start expiring between 2027 and 2039. The state net operating losses of approximately $20.2 million generated in 2019 and 2020 have an indefinite carryforward period.

Transfix, Inc. Notes to Financial Statements (continued) (In Thousands, Except Share Data) Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization. The Company files U.S. federal and state income tax returns with varying statutes of limitations. All tax years since inception remain open to examination due to the carryover of unused net operating losses. The Company has analyzed the tax positions taken on federal and state income tax returns for all open tax years and has concluded that no provisions for uncertain income tax positions are required in the Company’s financial statements as of December 31, 2019 and 2020. The Company received notification of an IRS exam in March of 2021 for the 2018 tax year. A reconciliation of the difference between the provision for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows for the years ended December 31: Year Ended December 31, 2019 2020 Federal statutory rate 21.0% 21.0% Effect of: Change in valuation allowance -19.6% -18.6% Non-deductible expenses -1.5% -2.5% Income tax provision effective rate -0.1% -0.1% 12. Subsequent Events The Company has evaluated subsequent events through June 25, 2021, the date the financial statements were available to be issued. On April 22, 2021, the Company entered into a revolving credit and security facility agreement with MidCap Financial. The agreement provides for a senior revolving credit facility in an initial aggregate principal amount of up to $50 million, with a maturity date of April 22, 2026. Interest is payable at a rate per annum equal to LIBOR plus 3.50%. Concurrently with the closing of the MidCap facility agreement, the Company paid in full, including the $10 million of debt outstanding and terminated the TPC Facility and terminated the SVB Facility.